Synergy Strips Corp. (Form: 10-K, Received: 03/31/2015 14:10:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission file number: 333-185103

Synergy Strips Corp.

(Exact name of registrant as specified in its charter)

Nevada		99-0379440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

865 Spring Street Westbrook, ME		04092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 615-939-9004

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2014 was approximately $25.7 million based upon the closing price of the common stock as quoted by the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”)

As of March 23, 2015, there were 66,695,187 shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

Table of Contents

PART I

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	8
ITEM 2.	PROPERTIES	8
ITEM 3.	LEGAL PROCEEDINGS	8
ITEM 4.	MINE SAFETY DISCLOSURES	8

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6.	SELECTED FINANCIAL DATA	9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	14
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
ITEM 9A.	CONTROLS AND PROCEDURES	16
ITEM 9B.	OTHER INFORMATION	17

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
ITEM 11.	EXECUTIVE COMPENSATION	20
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	23

PART IV

ITEM 15.	EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES	24

SIGNATURES		26

EXHIBIT INDEX

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this annual report contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are contained principally in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. As used herein, “we,” “us,” “our” and the “Company” refers to Synergy Strips Corp. and its wholly owned subsidiary.

The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; our sales and revenue levels and gross margins, costs and expenses; the relative cost of our operation as compared to our competitors; new product introduction, entry and expansion into new markets and utilization of new sales channels and sales agents; improvements in, and the relative quality of, our technologies and the ability of our competitors to copy such technologies; our competitive technological advantages over our competitors; brand image, customer loyalty and expanding our customer base; the sufficiency of our resources in funding our operations; and our liquidity and capital needs.

Our forward-looking statements are based on our current expectations and beliefs concerning future developments, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.

Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. BUSINESS – OVERVIEW OF OUR COMPANY

Overview

We are in the business of marketing and distributing consumer-branded products through various distribution channels primarily in the health and wellness industry. Our strategy is to grow both organically and by future acquisition.

Development of the Business

We were organized as a corporation under the laws of the State of Nevada on December 29, 2010 under the name “Oro Capital Corporation”. On April 7, 2014, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among us, Synergy Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary formed for the purpose of the transactions under the Merger Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”). The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the merger as our wholly owned subsidiary. On April 17, 2014, we issued a share dividend to our shareholders in order to effect a 30-for-1 forward stock split. The Merger was consummated on April 21, 2014. On April 21, 2014, we changed our fiscal year end from July 31 to December 31. On April 28, 2014, we changed the name of the Company from “Oro Capital Corporation” to “Synergy Strips Corp.”

Current Fiscal Year Developments

Loan and Warrants

On January 22, 2015, we entered into a Loan and Security Agreement (“Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan us $6.0 million (the “Loan”), and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring the Focus Factor Business (defined below). At closing, we paid Knight an origination fee of $120,000 and a work fee of $60,000 and also paid $40,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year; provided, however, that upon the occurrence of an equity or convertible equity offering by us of at least $1.0 million, the interest rate will drop to 13% per year. Interest accrues quarterly and is payable in arrears on March 31, June 30, September 30 and December 31 in each year, beginning on March 31, 2015.

All outstanding principal and accrued and unpaid interest is due on the earliest to occur of either January 20, 2017 (the “Maturity Date”), or the date that Knight, in its discretion, accelerates our obligations due to an event of default. We may extend the Maturity Date for two successive additional 12-month periods if at March 31, 2016 and March 31, 2017, respectively, our revenues exceed $13.0 million and our EBITDA exceeds $2.0 million for the respective 12-month period then ending. Principal payments under the Loan Agreement commence on June 30, 2015 and continue quarterly as set forth on the repayment schedule attached to the Loan Agreement.

Subject to certain restrictions, we may prepay the outstanding principal of the Loan (in whole but not in part) at any time if we pay a concurrent prepayment fee equal to the greater of (i) the total unpaid annual interest that would have been payable during the year in which the prepayment is made if the prepayment is made prior to the first anniversary of the closing, and (ii) $300,000. Our obligations under the Loan Agreement are secured by a first priority security interest in all of our present and future assets. We also agreed to not pledge or otherwise encumber our intellectual property assets, subject to certain customary exceptions.

The Loan Agreement includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to our business, provided the aggregate consideration to be paid does not exceed $100,000) or make capital expenditures that exceed the amount provided in our annual business plan by greater than $100,000 in any year. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect default. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the Loan will bear a default interest rate of an additional 5%.

In connection with the Loan Agreement, we issued to Knight a warrant that entitles Knight to purchase 4,595,187 shares of our common stock (“Common Stock”) on or prior to close of business on January 30, 2015 (the “ST Warrant”). The aggregate exercise price of the ST Warrant is $1.00. Knight exercised the ST Warrant on January 22, 2015. Also in connection with the Loan Agreement, we issued to Knight a warrant to purchase 3,584,759 shares of Common Stock on or prior to the close of business of January 22, 2025 (the “LT Warrant”). The exercise price per share of the Common Stock under the LT Warrant is $0.34. The LT Warrant provides for cashless exercise. The LT Warrant also provides that, in the event the closing price of the Common Stock remains above $1.00 for six consecutive months (the “Benchmark Period”), Knight will forfeit the difference between the number of shares acquired upon exercise of the LT Warrant prior to the expiration of the 90-day period after the Benchmark Period, and 25% of the shares purchasable under the LT Warrant.

Asset Purchase Agreement

On January 22, 2015 (the “Closing Date”), we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with 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”). Pursuant to the Purchase Agreement, we purchased all of the assets of the Seller’s line of business and products called FOCUS Factor (the product purchased thereunder, together with the business related to the product, is collectively referred to as the “Focus Factor Business”) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017.

The Purchase Agreement contains customary representations and warranties and covenants by each party. The Purchase Agreement contains customary indemnification provisions in our favor, including, subject to certain limitations, whereby the Seller and each of the Principal Owners agree to indemnify us and our affiliates for any losses arising out of any breach of their representations or warranties and any breach or failure to perform their covenants under the Purchase Agreement, among others.

The Purchase Agreement also provides that during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), the Seller, the Principal Owners (other than Thor Associates, Inc.), and their respective affiliates agree to not, among other things, (i) compete against the Focus Factor Business, (ii) solicit any employee or consultant providing services in connection with the Focus Factor Business (a “Covered Employee”), (iii) hire any former Covered Employee who left employment or retention by us within one year of such departure, or (iv) solicit any of our customers or suppliers who was a customer or supplier within the two year-period prior to the solicitation, to the extent such business is similar to the business conducted by such customer or supplier with us.

Distribution Agreement

On January 22, 2015, we and Knight entered into a Distribution, License and Supply Agreement (the “Distribution Agreement”), pursuant to which we granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the “Licensed Products”) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knight’s election, one or more of the State of Israel, the Russian Federation, and Sub-Saharan Africa (the “Territory”). The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from us all its requirements for the Licensed Products and we agree to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes.

Pursuant to the Distribution Agreement, Knight agrees to not (i) knowingly solicit or accept orders of Licensed Products from any customer outside the Territory, (ii) knowingly distribute Licensed Products for sale or use outside the Territory, or (iii) supply any third-party distributor with Licensed Products after Knight has actual knowledge that such third party has distributed or offered to distribute Licensed Products outside the Territory. Similarly, under the terms of the Distribution Agreement, we agree that we will not (i) knowingly solicit or accept orders of Licensed Products from a customer in the Territory, (ii) knowingly distribute Licensed Products for sale or use in the Territory, or (iii) supply any third-party distributor with Licensed Products after we have knowledge that such third party has distributed or offered to distribute Licensed Products in the Territory.

The Distribution Agreement includes customary representations and warranties and covenants by the parties, each of which also agrees to customary indemnification provisions. In the event of our long-term inability to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, that we grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement expires 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a “Non-Renewal Notice”). We agree that, in the event we issue a Non-Renewal Notice, we will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes.

Mr. Jack Ross, CEO of the Company has entered into Stock Pledge and Security Agreement with Factor Nutrition Labs, LLC on January 22, 2015 and pledged certain shares as a guarantee for additional payment of $1,500,000 pursuant to the said Asset Purchase Agreement.

Distribution Option Agreement

In connection with the Loan Agreement, we entered into a Product Distribution Option Agreement, dated January 22, 2015 (the “Option Agreement”), pursuant to which we granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of our products, including products from the Focus Factor Business, for the territories of Canada, the Russian Federation, Sub-Saharan Africa and the State of Israel (the “Option”), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will expire on January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreement’s expiration. If Knight does not exercise the Option, then we are free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement.

Description of the Business.

FOCUSfactor is sold at America’s leading retailers such as Costco, Sam’s Club, Walmart, Walgreens and The Vitamin Shoppe. FOCUSfactor is a brain-health nutritional supplement that includes a proprietary blend of brain supporting vitamins, minerals, antioxidants and other nutrients. In December 2012, the United States Patent and Trademark Office issued US Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement. FOCUSfactor is clinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults.

Strategy .

We intend to expand on the FOCUSfactor product’s retail strategy and build out a strong online sales model.

Technology.

In December 2012, the United States Patent and Trademark Office issued U.S. Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.

The issuance of the patent for FOCUSfactor came after a 2011 clinical study report which showed that FOCUSfactor improved memory, concentration and focus in healthy adults participating in the study. The clinical study of FOCUSfactor was sponsored by Factor Nutrition Labs, the owner of the Focus Factor Business at the time, and was conducted by Cognitive Research Corporation, a full-service contract research organization that specializes in the effects of nutritional supplements and pharmaceutical products on human cognition. The study was conducted in compliance with all applicable country requirements for the conduct of clinical studies, including those outlined by the International Conference on Harmonization, Consolidated Guidelines on Good Clinical Practices, and the Food and Drug Administration.

Products

Current Products

Adult Version

Kids Version

Development and Commercialization Strategy

Research and Development

We currently outsource our research and development to a third party experienced in the development of such technologies, which third party is led by a group of experienced scientists.

Manufacturing

We currently outsource the manufacturing of our products to third parties who have the necessary equipment and technology to provide mass quantities if required.

Commercialization

We are highly dependent on two retailers for the sale of our FOCUSfactor product: Costco Wholesale Corporation and Sam’s West, Inc./Walmart (a/k/a Sam’s Club). We intend to diversify our sales network and generate revenue by selling our consumer-ready products to retailers across North America, which retailers may then sell to end consumers through retail distribution channels. We also sell direct to wholesalers and distributors at a reduced cost to grow our revenue base quickly and to penetrate the market more effectively.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. To establish and protect our proprietary rights, we will rely on a combination of patents, patent applications, trademarks, copyrights, trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. In December 2012, the United States Patent and Trademark Office issued U.S. Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.

Distribution and Marketing

We plan to focus on selling to retailers and distributors who currently are active in the consumer product space to expedite the penetration of market acceptance of the product. We are currently conducting research with focus groups to find out what the best approach for marketing efforts is and how to do so on the most cost-effective manner. We also plan to develop an online sales channel.

Markets

We sell the products in mostly North America retail locations along with other developed countries with similar retail landscapes to North America. Knight has distribution rights to sell the FOCUSfactor product in Canada and certain other territories.

Competition

Although there are competing products on the market, FOCUSfactor is the only product in its category with both a patent and clinical study to support its claims. These competitors include a wide range of products, from targeted brain-enhancement supplements to indirect competitors such as energy drinks that claim to improve concentration.

Government Regulation

The products that we sell, and those that we are developing for future sale, are and will be subject to U.S. Food and Drug Administration (“FDA”) approval for packaging compliance and, with respect to the products we currently sell, we have obtained such approvals from the FDA. Since the current products sold are considered nutraceuticals, minimal FDA regulations are placed on the product with the exception of the appropriate labeling and warnings.

The Company will rely on legal and operational compliance programs, as well as local counsel, to guide its businesses in complying with applicable laws and regulations of the jurisdictions in which they do business.

The Company does not anticipate, at this time, that the cost of compliance with U.S. and foreign laws will have a material financial impact on its operations, business or financial condition. There are however no guarantees that new regulatory and tariff legislation may not have a material negative effect on its business in the future.

Employees

As of March 23, 2015, we have six full-time employees and no part-time employees. We intend to grow our employee base in response to the demands and requirements of the business.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

As of December 31, 2014, the Company neither owned nor leased any real property.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Only a sporadic and limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his, her or its securities in our Company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. Our securities are traded on the OTCQB operated by OTCMarkets.com under the symbol “SNYR”.

Quarter Ending	High		Low
12/31/14	$	0.55	$	0.31
9/30/14	$	0.60	$	0.31
6/30/14	$	2.00	$	0.30
3/31/14	$	0.33	$	0.33
12/31/13		—		—
9/30/13		—		—
6/30/13		—		—
3/31/13		—		—

Shareholders

As of March 23, 2015, we have 64 shareholders of record of our common stock.

Dividend Policy

We have not declared any cash dividends. We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, which imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years excluding the value of their primary residence). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealer’s duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customer’s rights and remedies in causes of fraud in penny stock transactions; and, the Financial Industry Regulatory Authority’s toll-free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Sales of Unregistered Securities

During 2014, we did not issue any equity securities that were not registered under the Securities Act, or that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K of the Company.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATA.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Annual Report on Form 10-K. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Overview.

The Company is in the business of marketing and distributing consumer branded products through various distribution channels primarily in the health and wellness industry. The Company’s strategy is to grow both organically and by future acquisition.

On April 7, 2014, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, Synergy Merger Sub, Inc., a Delaware corporation and the wholly owned subsidiary of the Company formed for the purpose of the transactions under the Merger Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”). The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the merger as the wholly owned subsidiary of the Company. The Merger was consummated on April 21, 2014.

On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name from “Oro Capital Corporation” to “Synergy Strips Corp.” in connection with the Merger.

Our management’s discussion and analysis of our financial condition and results of operations are only based on our current business. Key factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.

Results of Operations for the Years Ended December 31, 2014 and July 31, 2013

Revenue

For the year ended December 31, 2014, we had revenues of $9,158 from sales of our products, as compared to revenue of $0 for the year ended July 31, 2013.

Cost of Revenue

For the year ended December 31, 2014, our cost of revenue was $5,616. This was primarily due to securing an arrangement with the U.S. military via a distributor in the U.S. Our cost of revenue for the year ended July 31, 2013, was $0.

Operating Expenses

For the year ended December 31, 2014, our operating expenses were $961,636. This was primarily due to promoting the Synergy brand throughout North America and loss from the Merger transaction. For the year ended July 31, 2013, our operating expenses were $21,783.

Net Loss

For the year ended December 31, 2014, our net loss was $963,634. This was primarily due to increased spending on developing the Synergy brand and securing penetration in the U.S. market and loss from the Merger transaction. For the year ended July 31, 2013, our net loss was $23,201.

Results of Operations for the Five Months Ended December 31, 2013

Revenue and Cost of Revenue

For the five months ended December 31, 2013, we had no revenues and cost of revenues.

Operating Expenses

For the five months ended December 31, 2013, our operating expenses were $24,538.

Net Loss

For the five months ended December 31, 2013, our net loss was $24,951.

Liquidity and Capital Resources

Overview

As of December 31, 2014, we had $338 cash on hand and a $125,666 working capital deficit.

Year Ended December 31, 2014 and July 31, 2013

Net Cash Used in Operating Activities

For the year ended December 31, 2014, we used net cash of $489,175 in operating activities, as compared to $15,783 used in operating activities for the year ended July 31, 2013. The increase was primarily attributable to higher net loss during the year ended December 31, 2014 offset with stock based compensation expense and loss from the Merger transaction.

Net Cash Provided by Financing Activities

For the year ended December 31, 2014, financing activities provided $486,283, as compared to $45,691 provided by financing activities for the year ended July 31, 2013. The increase was primarily attributable to proceeds from sale of common stock offset with repayment of notes payable.

Five Months Ended December 31, 2013

Net Cash Used in Operating Activities

For the five months ended December 31, 2013, we used net cash of $30,678 in operating activities.

Net Cash Provided by Financing Activities

For the five months ended December 31, 2013, financing activities provided $0.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

None.

Off-Balance Sheet Arrangements

None.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of December 31, 2014 the Company had no cash equivalents.

Capitalization of Fixed Assets

The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.

Revenue Recognition

Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods.

Accounts receivable

Accounts receivable are generally unsecured. The majority of the Company’s sales are in cash from truck stop sales. Receivables relate to special event sales. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts.

Income Taxes

The Company utilizes Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive. As of December 31, 2014, 1,000,000 options were outstanding.

Going Concern

The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had accumulated deficit at December 31, 2014 of $1,033,291. The Company has a working capital deficit of $125,666 as of December 31, 2014. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease development of operations.

In order to continue as a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Fair Value Measurements

The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.

Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of December 31, 2014, the Company has determined that there were no assets or liabilities measured at fair value.

Inventory

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

Stock-Based Compensation

The Company adopted the provisions of ASC 718. We estimate the fair value of stock options using a binomial model, consistent with the provisions of ASC 718 and SEC Staff Accounting Bulletin No. 107, Share-Based Payment. Option-pricing models require the input of highly subjective assumptions, including the price volatility of the underlying stock. We determined that the use of implied volatility is expected to be more reflective of market conditions and, therefore, could reasonably be expected to be a better indicator of our expected volatility than historical volatility. The expected term assumption used in calculating the estimated fair value of our stock-based compensation awards using the binomial model is based on detailed historical data about employees’ exercise behavior, vesting schedules, and death and disability probabilities. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. We believe the resulting binomial calculation provides a more refined estimate of the fair value of our employee stock options.

Recent Accounting Pronouncements

In June of 2014 the FASB issued ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

The Company has elected to adopt the provisions of ASU 2014-10 from the fiscal quarter ending June 30, 2014. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow.

The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements.

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed financial position, results of operations or cash flows.

Change in Fiscal Year End

As reported in the Company’s current report on Form 8-K filed on May 7, 2014, on April 21, 2014, the Company’s board of directors approved a change to the Company’s fiscal year end from July 31 to December 31 of each year. With the change effective this 2014 fiscal year, which will now end December 31, 2014, there is a five month transition period covering the months from August 2013 to December 2013.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item is set forth in the consolidated financial statements and notes thereto beginning at page F-1 of this Form 10-K.

FINANCIAL STATEMENTS

Synergy Strips Corp.

(formerly ORO Capital Corporation)

Reports of Independent Registered Public Accounting Firms	F-1 - F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders

Synergy Strips Corp.

(formerly ORO Capital Corporation)

We have audited the accompanying consolidated balance sheets of Synergy Strips Corp. (formerly ORO Capital Corporation) (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2014 and five months ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Synergy Strips Corp. (formerly ORO Capital Corporation) at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the for the year ended December 31, 2014 and five months ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP
RBSM LLP
March 27, 2015

New York, New York

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Oro Capital Corporation, Inc.

We have audited the accompanying balance sheets of Oro Capital Corporation, Inc. as of July 31, 2013 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oro Capital Corporation, Inc. as of July 31, 2013, and the results of its operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

*/s/ M&K CPAS, PLLC*
M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
October 28, 2013

F- 2

Synergy Strips Corp.

(formerly ORO Capital Corporation)

Consolidated Balance Sheets

	December 31, 2014			December 31, 2013			July 31, 2013
Assets
Current Assets
Cash and cash equivalents	$	338		$	3,230		$	33,908
Accounts Receivable		2,898			-			-
Receivable from related party		16,077			-			-
Prepaid expenses		10,000			-			-
Inventory		26,064			-			-
Total Current Assets		55,376			3,230			33,908

Total Assets	$	55,376		$	3,230		$	33,908

Liabilities and Stockholders’ (Deficit) Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	74,642		$	16,051		$	23,691
Notes payable, related party		100,000			-			-
Notes payable, others		6,400			-			-
Total Current Liabilities		181,042			16,051			23,691

Commitments and contingencies		-			-			-

Stockholders’ (Deficit) Equity:
Common stock, $0.00001 par value; 75,000,000 shares authorized; 62,100,000, 180,000,000 and 180,000,000 shares issued and outstanding, respectively		621			1,800			1,800
Common stock to be issued		40,000			-			-
Additional paid in capital		867,004			58,578			56,665
Accumulated deficit		(1,033,291	)		(73,199	)		(48,248	)
Total stockholders’ (deficit) equity		(125,666	)		(12,821	)		10,217
Total Liabilities and Stockholders’ (Deficit) Equity	$	55,376		$	3,230		$	33,908

The accompanying notes are an integral part of these consolidated financial statements

F- 3

Synergy Strips Corp.

(formerly ORO Capital Corporation)

Consolidated Statements of Operations

	For the year ended			For the five months ended			For the year ended
	December 31, 2014			December 31, 2013			July 31, 2013
Revenue	$	9,158		$	-		$	-

Cost of Sales
Cost of Sales		5,616			-			-
Total costs of sales		5,616			-			-

Gross Profit		3,542			-			-

Operating expenses
General and administrative		961,636			24,538			21,783
Total operating expenses		961,636			24,538			21,783

Other expenses
Imputed and other interest expense		1,998			413			1,418

Total expenses		963,634			24,951			23,201

Net Loss	$	(960,092	)	$	(24,951	)	$	(23,201	)

Net loss per share – basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.00	)

Weighted average common shares – basic and diluted		97,165,479			180,000,000			152,896,230

The accompanying notes are an integral part of these consolidated financial statements

F- 4

Synergy Strips Corp.

(formerly ORO Capital Corporation)

Consolidated Statement of Stockholders’ (Deficit) Equity

	Common stock						Additional Paid in		Common Stock		Accumulated			Total Stockholders’
	Shares			Amount			Capital		to be issued		Deficit			Equity
Balance as of July 31, 2012		150,000,000		$	1,500		$	9,547	$	-	$	(25,047	)	$	(14,000	)
Issuance of shares for cash		30,000,000			300			39,700		-		-			40,000
Donated services and rent		-			-			6,000		-		-			6,000
Imputed interest expense		-			-			1,418		-		-			1,418
Net loss		-			-			-		-		(23,201	)		(23,201	)
Balance as of July 31, 2013		180,000,000		$	1,800		$	56,665	$	-	$	(48,248	)	$	10,217
Donated services and rent		-			-			1,500		-		-			1,500
Imputed interest expense		-			-			413		-		-			413
Net loss		-			-			-		-		(24,951	)		(24,951	)
Balance as of December 31, 2013		180,000,000		$	1,800		$	58,578	$	-	$	(73,199	)	$	(12,821	)
Cancellation of Oro Corporation shares		(135,900,000	)		(1,359	)		1,359		-		-			-
Common stock issued to Synergy shareholders		16,000,000			160			24,840		-		-			25,000
Common stock issued for cash		2,000,000			20			499,980		-		-			500,000
Fair value of vested stock options		-			-			282,247		-		-			282,247
Common stock to be issued for services		-			-			-		40,000		-			40,000
Net loss		-			-			-		-		(960,092	)		(960,092	)
Balance as of December 31, 2014		62,100,000		$	621		$	867,004	$	40,000	$	(1,033,291	)	$	(125,666	)

The accompanying notes are an integral part of these consolidated financial statements

F- 5

Synergy Strips Corp.

(formerly ORO Capital Corporation)

Consolidated Statements of Cash Flows

	For the year ended			For the five months ended			For the year ended
	December 31, 2014			December 31, 2013			July 31, 2013
Cash Flows from Operating Activities
Net loss	$	(960,092	)	$	(24,951	)	$	(23,201	)
Stock based compensation expense		322,247			-			-
Imputed interest expense		-			413			1,418
Donated consulting services and rent expenses		-			1,500			6,000
Loss on acquisition		109,040			-			-
Changes in operating assets and liabilities:
Accounts receivable		(2,898	)		-			-
Inventory		(26,064	)		-			-
Prepaid expense		10,000			-			-
Accounts payable and accrued liabilities		58,591			(7,640	)		-
Net cash used in operating activities		(489,175	)		(30,678	)		(15,783	)

Cash Flows from Investing Activities		-			-			-

Cash Flows from Financing Activities
(Repayments to) advances from related party notes		(16,077	)		-			5,691
Proceeds from notes payable		100,000			-			-
Repayment of notes payable		(97,640	)		-			-
Proceeds from issuance of common stock		500,000			-			40,000
Net cash provided by financing activities		486,283			-			45,691

Net increase in cash and cash equivalents		(2,892	)		(30,678	)		29,908

Cash and Cash Equivalents, beginning of period		3,230			33,908			4,000

Cash and Cash Equivalents, end of period	$	338		$	3,230		$	33,908

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,667		$	-		$	-
Income taxes	$	-		$	-		$	-

Supplemental Disclosure of Non-cash Investing and Financing Activities:
Cancellation of common stock as part of purchase transaction	$	1,359		$	-		$	-
Financing for prepaid insurance	$	20,000		$	-		$	-
Assumption of liabilities as part of acquisition transaction	$	84,040		$	-		$	-
Issuance of shares as part of acquisition transaction	$	25,000		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F- 6

SYNERGY STRIPS CORP.

(FORMERLY ORO CAPITAL CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of the Business

Synergy Strips Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly ORO Capital Corporation) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name to “Synergy Strips Corp.” in connection with the merger discussed below.

The Company is in the business of marketing and distributing best in class consumer branded products through various distribution channels primarily in the health and wellness industry. The Company’s strategy is to grow both organically and by future acquisitions.

Merger

On April 21, 2014, following the satisfaction or waiver of the conditions set forth in and otherwise in accordance with the terms of the Merger Agreement, the Merger was consummated and Merger Sub merged with and into SSC.

The Merger has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The Company determined there were no assets acquired and $84,040 of liabilities assumed. As a result, the Company charged the fair value of the consideration paid of 16,000,000 shares which were valued at $25,000 and assumed liabilities of $84,040 and recorded a loss on acquisition of $109,040 during the year ended December 31, 2014 .

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Capitalization of Fixed Assets

F- 7

Revenue Recognition

Accounts receivable

Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts.

Income Taxes

Net Earnings (Loss) Per Common Share

Going Concern

F- 8

Fair Value Measurements

Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.

Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of December 31, 2014, the Company has determined that there were no assets or liabilities measured at fair value.

Inventory

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

Stock-Based Compensation

Recent Accounting Pronouncements

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

F- 9

Change in Fiscal Year End

Note 3 – Income Taxes

Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions.

The Company’s provision for income taxes was $-0- for the years ended December 31, 2014, December 31, 2013 and July 31, 2013, respectively, since the Company has accumulated taxable losses from operations. The total deferred tax asset is calculated by multiplying a 34 percent marginal tax rate by the cumulative Net Operating Loss (“NOL”).The Company currently has net operating loss carryforwards aggregating $691,955, which expire through 2032. The deferred tax asset related to the carryforwards has been fully reserved.

The Company has deferred income tax assets, which have been fully reserved, as follows as of December 31, 2014, December 31, 2013 and July 31, 2013:

	December 31, 2014			December 31, 2013			July 31, 2013
Deferred tax assets	$	241,245		$	24,969		$	10,424
Valuation allowance for deferred tax assets		(241,245	)		(24,969	)		(10,424	)
Net deferred tax assets	$	-		$	-		$	-

The Company has not filed its tax returns. Due to net operating loss carryforwards, income tax returns remain subject to examination by federal and most state tax authorities.

F- 10

Note 4 – Inventory

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

The carrying value of inventory consisted of the following:

	December 31, 2014		December 31, 2013		July 31, 2013
Energy product	$	26,064	$	-	$	-
Total inventory	$	26,064	$	-	$	-

As of January 22, 2015, inventory was pledged to Knight Therapeutics under the Loan Agreement (see note 10).

Note 5 – Related Party Transactions

On April 2, 2014, the Company granted 1,000,000 options valued at approximately $282,000 to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company (see note 9).

On October 31, 2014, the Company borrowed $100,000 through a promissory note bearing interest at 10% with a maturity date of October 31, 2015 from a Company owned by Company’s chief executive officer. As of December 31, 2014, the Company had principal outstanding in the promissory note of $100,000, and paid interest of $1,667.

The company accrued consulting fees of $15,000 per month to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company starting October 2014. As of December 31, 2014, total outstanding balance of $45,000 was paid.

At December 31, 2014, $16,077 was due from the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company in a form of a note receivable.

Note 6 – Accounts Payable and Accrued Liabilities

As of December 31, 2014, December 31, 2013 and July 31, 2013, accounts payable and accrued liabilities consisted of the following:

	December 31, 2014		December 31, 2013		July 31, 2013
Accrued payroll	$	10,867	$	-	$	-
Accrued legal fees		47,916		-		-
Other		15,859		16,051		23,691
Total	$	74,642	$	16,051	$	23,691

Note 7 – Stockholders’ Deficit

The total number of shares of all classes of capital stock which the Company is authorized to issue is 75,000,000 shares of common stock with $0.00001 par value. On July 30, 2014, the Company’s board of directors approved an increase of the Company’s authorized common stock from 75,000,000 to 300,000,000 shares. Such increase shall be subject to the approval of the Company’s shareholders prior to its implementation.

On June 27, 2013, the Company has issued 30,000,000 (1,000,000 pre stock split) common shares for $0.0013 ($0.04 pre stock split) per share for total proceeds of $40,000 to 37 individuals who participated in company’s initial public offering.

On April 17, 2014, upon approval from FINRA, the Company effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the “Stock Split”). The Stock Split did not affect the number of the Company’s authorized common stock or its par value. All references in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the stock split.

On April 21, 2014, the Company entered into an agreement with accredited investors for the issuance and sale of 2,000,000 shares of its common stock at a purchase price of $0.25 per share, for an aggregate consideration of $500,000.

During the year ended December 31, 2014, the Company cancelled 135,900,000 shares of its common stock (4,530,000 pre-Stock Split) as part of the Merger transaction.

F- 11

During the year ended December 31, 2014, the Company issued 16,000,000 shares of its common stock valued at $25,000 as part of the Merger Agreement.

During the year ended December 31, 2014, the Company committed to issue 160,000 shares of its common stock valued at $40,000 for services rendered.

As of December 31, 2014, December 31, 2013 and July 31, 2013, there are 62,100,000, 180,000,000 and 180,000,000 shares of the Company’s common stock issued and outstanding, respectively.

Note 8 – Commitments & Contingencies

From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.

Note 9 – Stock Options

On July 30, 2014, the Company’s board of directors approved the Company’s 2014 Equity Incentive Plan and the reservation of 15,525,000 shares of common stock for issuance under such plan. Such plan shall be subject to the approval of the Company’s shareholders prior to its implementation.

On April 2, 2014, the Company granted 1,000,000 options with an exercise price of $0.25 per share to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at December 31, 2014:

		Options Outstanding					Options Exercisable
Exercise Prices ($)		Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable	Weighted Average Exercise Price ($)
$	0.25	1,000,000		4.25	$	0.25	1,000,000	$	0.25

The stock option activity for the year ended December 31, 2014 is as follows:

	Options Outstanding		Weighted Average Exercise Price
Outstanding at December 31, 2013		-	$	-
Granted		1,000,000		0.25
Exercised		-		-
Expired or canceled		-		-
Outstanding at December 31, 2014		1,000,000	$	0.25

Stock-based compensation expense related to vested options was $282,247 during the year ended December 31, 2014. The Company determined the value of share-based compensation for options vesting during the year ended December 31, 2014 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of Company’s common stock of $0.33, risk-free interest rate of 1.8%, volatility of 125%, expected lives of 4.5 years, and dividend yield of 0%.

Note 10 – Subsequent Events

Conversion of Promissory Note

On January 20, 2015, the Company committed to issue 400,000 shares to settle $100,000 promissory note (see note 5).

F- 12

Loan and Warrants

On January 22, 2015, Synergy Strips, Inc. (the “Company”) entered into a Loan and Security Agreement (“Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan the Company $6.0 million (the “Loan”), and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring the Focus Factor Business (defined below). At closing, the Company paid Knight an origination fee of $120,000 and a work fee of $60,000 and also paid $40,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year; provided, however, that upon the occurrence of an equity or convertible equity offering by the Company of at least $1.0 million, the interest rate will drop to 13% per year. Interest accrues quarterly and is payable in arrears on March 31, June 30, September 30 and December 31 in each year, beginning on March 31, 2015.

All outstanding principal and accrued and unpaid interest is due on the earliest to occur of either January 20, 2017 (the “Maturity Date”), or the date that Knight, in its discretion, accelerates the Company’s obligations due to an event of default. The Company may extend the Maturity Date for two successive additional 12-month periods if the Company’s revenues exceed $13.0 million and its EBITDA exceeds $2.0 million for the 12-month period ending March 31, 2016. Principal payments under the Loan Agreement commence on June 30, 2015 and continue quarterly as set forth on the Repayment Schedule to the Loan Agreement.

Subject to certain restrictions, the Company may prepay the outstanding principal of the Loan (in whole but not in part) at any time if the Company pays a concurrent prepayment fee equal to the greater of (i) the total unpaid annual interest that would have been payable during the year in which the prepayment is made if the prepayment is made prior to the first anniversary of the closing, and (ii) $300,000. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in all present and future assets of the Company. The Company also agreed to not pledge or otherwise encumber its intellectual property assets, subject to certain customary exceptions.

The Loan Agreement includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to the Company’s business and the aggregate consideration to be paid does not exceed $100,000) or make capital expenditures in excess of $100,000 over the Company’s annual business plan in any year. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect default. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the Loan will bear a default interest rate of an additional 5%.

In connection with the Loan Agreement, the Company issued to Knight a warrant that entitles Knight to purchase 4,595,187 shares of common stock of the Company (“Common Stock”) on or prior to close of business on January 30, 2015 (the “ST Warrant”). The aggregate exercise price per share of the Common Stock under the ST Warrant is $1.00. Knight exercised the ST Option on January 22, 2015. Also in connection with the Loan Agreement, the Company issued to Knight a warrant to purchase 3,584,759 shares of Common Stock on or prior to the close of business of January 22, 2025 (the “LT Warrant”). The exercise price per share of the Common Stock under the LT Warrant is $0.34. The LT Warrant provides for cashless exercise. The LT Warrant also provides that in the event the closing price of the Common Stock remains above $1.00 for six consecutive months, Knight will forfeit the difference between the number of shares acquired under the LT Warrant prior to 90 days after such six-month period, and 25% of the shares purchasable under the LT Warrant.

Asset Purchase Agreement

On January 22, 2015 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”),Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principle Owner”). Pursuant to the Purchase Agreement, the Company purchased all of the assets of the Seller’s line of business and products called FOCUS Factor (the product plus the business related to the product is collectively referred to as the “Focus Factor Business”) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017.

The Purchase Agreement contains customary representations and warranties and covenants by each party. The Purchase Agreement contains customary indemnification provisions in favor of the Company, including, subject to certain limitations, whereby the Seller and each of the Principal Owners agree to indemnify the Company and its affiliates for any losses arising out of any breach of their representations or warranties and any breach or failure to perform of their covenants under the Purchase Agreement, among others.

The Purchase Agreement also provides that during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), the Seller, the Principal Owners (other than Thor Associates, Inc.), and their respective affiliates agree to not, among other things, (i) compete against the Focus Factor Business, (ii) solicit any employee or consultant providing services in connection with the Focus Factor Business (a “Covered Employee”), (iii) hire any former Covered Employee who left employment or retention by the Company within one year of such departure, or (iv) solicit any customer or supplier of the Company who was a customer or supplier within the two years prior to the solicitation to the extent such business is similar to the business conducted by such customer or supplier with the Company.

F- 13

Mr. Jack Ross, CEO of the Company has entered into Stock Pledge and Security Agreement with Factor Nutrition Labs, LLC on January 22, 2015 and pledged 3,750,000 shares as a guarantee for additional payment of $1,500,000 pursuant to the said Asset Purchase Agreement.

Distribution Agreement

On January 22, 2015, the Company and Knight entered into a Distribution, License and Supply Agreement (the “Distribution Agreement”), pursuant to which the Company granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the “Licensed Products”) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knight’s election, one or more of Israel, Russia, and Sub-Saharan Africa. The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from the Company all its requirements for the Licensed Products and the Company agrees to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes.

Pursuant to the Distribution Agreement, Knight agrees to not (i) knowingly solicit or accept orders of Licensed Products from any customer outside the Territory, (ii) knowingly distribute Licensed Products for sale or use outside the Territory, or (iii) supply any third party distributor with Licensed Products after Knight has actual knowledge that such third party has distributed or offered to distribute Licensed Products outside the Territory. Similarly, under the terms of the Distribution Agreement, the Company agrees that it will not (i) knowingly solicit or accept orders of Licensed Products from a customer in the Territory, (ii) knowingly distribute Licensed Products for sale or use in the Territory, or (iii) supply any third party distributor with Licensed Products after the Company has actual knowledge that such third party has distributed or offered to distribute Licensed Products in the Territory.

The Distribution Agreement includes customary representations and warranties and covenants by the parties, each of which also agrees to customary indemnification provisions. In the event of a long term inability by the Company to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, the Company to grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement runs until 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a “Non-Renewal Notice”). The Company agrees that in the event it issues a Non-Renewal Notice, the Company will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes.

Distribution Option Agreement

In connection with the Loan Agreement, the Company entered into a Product Distribution Option Agreement, dated January 22, 2015 (the “Option Agreement”), pursuant to which the Company granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of the Company’s products, including products from the Focus Factor Business, for the territories of Canada, Russia, Sub-Saharan Africa and Israel (the “Option”), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will run until January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreement’s expiration. If Knight does not exercise the option then the Company is free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement.

F- 14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On June 26, 2014, we engaged RBSM LLP (“RBSM”) as our independent registered accounting firm. During our two most recent fiscal years and the subsequent interim period through the engagement of RBSM, we did not consult with RBSM on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and RBSM did not provide either a written report or oral advice to us that was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2014.

Based on this evaluation, these officers concluded that, as of December 31, 2014, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Under the supervision of our president and chief executive officer (our principal executive officer), who is also our chief financial officer (our principal financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 using the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2014.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

	(1)	inadequate segregation of duties and effective risk assessment; and

	(2)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission.

These control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been prevented or detected on a timely basis. As a result of the material weaknesses described above, we concluded that we did not maintain effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control Integrated Framework issued by COSO. Our management is currently evaluating remediation plans for the above deficiencies. During the period covered by this annual report on Form 10-K, we have not been able to remediate the the remaining weaknesses described above. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names of the members of our Board of Directors, nominees for our Board of Directors, executive officers, and the position with the Company held by each.

Name	Age	Title	Tenure

Jack Ross	49	President, CEO, CFO and Director	Since October 2014
Stephen Fryer	76	Director	Since December 2014
Paul SoRelle	58	Director	Since December 2014

Each director is elected to hold office until the next annual meeting of shareholders and until his/her successor has been qualified and elected. Our President, Chief Executive Officer and Chief Executive Officer, our sole executive officer, serves at the discretion of our Board of Directors. There are no understandings between any of our directors or executive officer or any other person pursuant to which any executive officer or director was or is to be selected as an executive officer or director. Furthermore, there are no family relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

Background of Executive Officer and Board of Directors

The following is a brief account of the business experience of each director, director nominee and executive officer of the Company.

Jack Ross – President, Chief Executive Officer, Chief Financial Officer and Director

Mr. Ross is currently the sole officer and director of Pure Sports Inc., positions he has held since February 2009, the sole officer and director of Gowan Capital Inc., positions he has held since May 2011, the sole officer and director of Synergy Energy Strips World Wide Inc., positions he has held since August 2011, the sole officer and director of Rio e Cigs Inc., positions he has held since December 2011, and the sole officer and director of Kenek Brands Inc., positions he has held since May 2014. From January 2012 to April 2014, Mr. Ross served as the sole officer and director of Synergy Strips Corp., which was acquired by and became a wholly owned subsidiary of the Company in April 2014 (the “Subsidiary”) in connection with the Merger. Other than the Subsidiary, none of these companies are related to or affiliated with the Company. Mr. Ross’s significant leadership experience at various private and public companies led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Mr. Stephen Fryer – Director

Since April 2003, Mr. Fryer has been the Chief Executive Officer and Managing Partner of SC Capital Partners, Inc., a private micro-market investment banking and private equity intermediary. Prior to joining SC Capital Partners, Inc., Mr. Fryer was a consulting investment banker with Grant Bettingen, Inc., a broker-dealer based in California, from January 2001 to March 2003. From May 1989 to August 1997, Mr. Fryer was the Principal and Managing Director of Ventana International, Ltd., a venture capital and private investment banking firm with operations and investors in the United States, Latin America, Europe and Asia. Mr. Fryer earned a B.S. in Mechanical Engineering, with a minor in Economics, from the University of Southern California. Mr. Fryer’s substantial experience in the investment banking industry, and his demonstrated skill in corporate finance, led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Mr. Paul SoRelle – Director

Since November 1999, Mr. SoRelle has been the Chief Executive Officer and Managing Partner of Pioneer Press of Greeley, Inc., a commercial offset printing company. Prior to joining Pioneer Press, Mr. SoRelle worked in the gaming business as well as the retail gasoline and convenience store business. Mr. SoRelle’s significant leadership experience at Pioneer Press of Greeley, Inc. led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Legal Proceedings

No director, director nominee, executive officer, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

CORPORATE GOVERNANCE

Director Independence

As of March 23, 2015, we have three directors. Each director is elected to hold office for a one year period or until the next Annual Meeting of Shareholders and until his/her successor has been qualified and elected following the one year of service. Mr. Fryer and Mr. SoRelle are independent directors. Officers serve at the discretion of the Company’s directors. There are no understandings between the director of the Company or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

Code of Ethics

The Company does not have a code of ethics for our principal executive or principal financial officers, due to our size and current stage of development. The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Committees

The Company does not have any standing committees and the Board of Directors performs the duties of an audit committee, nominating committee and compensation committee. Since the Company has no standing committees, the Company does not have any written charters governing such committees’ conduct.

Nominating Committee

We do not have a nominating committee, as we believe the Company is too small to warrant a separate standing nominating committee. Director Jack Ross is responsible for selecting individuals to stand for election as members of our Board of Directors. The Company does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our Board of Directors has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our Board of Directors. If stockholders which to recommend candidates directly to our Board of Directors, they may do so by communicating directly with Jack Ross, our President, Chief Executive Officer, Chief Financial Officer and the Chairman of our Board of Directors by mail, at Synergy Strips Corp., Attn: President, 865 Spring Street, Westbrook, ME 04092, or by telephone at (615) 939-9004.

Audit Committee

We do not have an audit committee currently serving and, as a result, our Board of Directors performs the duties of an audit committee. We also do not have an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K, however we feel that our directors’ backgrounds and financial sophistication is sufficient to fulfill the duties of the audit committee.

Compensation Committee

We do not have a compensation committee, as we believe the Company is too small to warrant a separate standing compensation committee. As a result, our Board of Directors performs the duties of a compensation committee. While the Company believes that its current size does not warrant a separate standing compensation committee, it will reassess that need if and when additional directors are appointed and/or elected.

Shareholder Communications

Shareholders may send written communications on the Company’s web site: www.Synergystrips.com

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms filed by such reporting persons. Based solely upon the Company’s review of such forms furnished to it, the Company believes that during the fiscal year ended 2014 and through to March 23, 2015, all of its executive officers, directors, and every person who is directly or indirectly the beneficial owner of more than 10% of any class of the Company’s securities, complied with the filing requirements of Section 16(a) of the Exchange Act except for the following: (a) Jack Ross, our President, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors filed a Form 3 on February 9, 2015, to report the shares of our common stock beneficially owned by Mr. Ross as of October 27, 2014, the date upon which Mr. Ross became our President, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors; (b) Stephen J. Fryer, a member of our Board of Directors, filed a Form 3 on February 9, 2015, to report that he beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr. Fryer became a member of our Board of Directors; and (c) James P. SoRelle, a member of our Board of Directors, filed a Form 3 on February 10, 2015, to report that he beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr. SoRelle became a member of our Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth certain information about compensation paid, earned or accrued for services for each executive officer for the past two fiscal years.

	Year		Salary		Bonus		Stock Awards		Option Awards		All Other Compen- sation		Total
Jack Ross		2014	$	0	$	0	$	0	$	0	$	0	$	0
Chairman, President, Chief Executive Officer and Chief Financial Officer		2013		0		0		0		0		0		0

Mark Suponitsky		2014		25,000		0		0		0		0		25,000
Former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director(1)		2013		0		0		0		0		0		0

Danny Aaron		2014		0		0		0		0		0		0
Former President, Chief Executive Officer, Secretary, Treasurer and Director(2)		2013		0		0		0		0		0		0

	(1)	Mr. Suponitsky resigned all such positions, effective October 27, 2014.

	(2)	Mr. Aaron resigned all such positions, effective April 21, 2014.

We have not made provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at the present time to our officers and directors and none have been paid or owed from inception to date. At present we do not have a stock incentive plan in place. We have not granted any options to our officers and directors. We have no employment agreement with our sole officer. As of December 31, 2014, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change of control of our Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding our common stock beneficially owned as of the date of this report, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Common Stock Beneficially Owned
	Number of shares beneficially owned		Percentage of shares beneficially owned
Executive officers and directors: (1)
Jack Ross (4)		3,208,649		5.3	%
Stephen Fryer		—		*	%
Paul SoRelle		—		*	%
All directors and executive officers as a group (3 persons)		3,208,649		5.3	%

5% Stockholders: (2)

Knight Therapeutics (Barbados) Inc.(3)		8,179,946		11.5	%
Dunhill Distribution Group, Inc. (4)		3,208,649		5.3	%

*		Less than 1%.

(1)		Unless otherwise noted, the address for each of the named beneficial owners is: 865 Spring Street, Westbrook, ME 04092.

(2)		Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

(3)		As disclosed pursuant to a Schedule 13G filed with the SEC on February 2, 2015. Includes 3,584,759 shares of common stock that may be acquired upon exercise of warrants. This stockholder’s address is Chancery House, High Street, Bridgetown, Barbados.

(4)		This stockholder’s address is: 275 Canterbury Lane, Fall River NS B2T 1A4, Canada. Jack Ross is the Chief Executive Officer of Dunhill Distribution Group, Inc.

Equity Compensation Plans

On April 2, 2014, the Company granted 1,000,000 options with an exercise price of $0.25 per share to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company.

		Options Outstanding					Options Exercisable
Exercise Prices ($)		Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable	Weighted Average Exercise Price ($)
$	0.25	1,000,000		4.25	$	0.25	1,000,000	$	0.25

The stock option activity for the year ended December 31, 2014 is as follows:

	Options Outstanding		Weighted Average Exercise Price
Outstanding at December 31, 2013		-	$	-
Granted		1,000,000		0.25
Exercised		-		-
Expired or canceled		-		-
Outstanding at December 31, 2014		1,000,000	$	0.25

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

Since January 1, 2014, the Company has not been a party to any transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of its total assets at year end for the last two fiscal years, and in which any of its directors, named executive officers or beneficial owners of more than 5% of the Company’s capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than described below:

On April 2, 2014, the Company granted 1,000,000 options valued at approximately $282,000 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company (see note 9).

On October 31, 2014, the Company borrowed $100,000 through a promissory note bearing interest at 10% with a maturity date of October 31, 2015 from a company owned by Company’s chief executive officer. As of December 31, 2014, the Company had principal outstanding in the promissory note of $100,000, and had paid interest of $1,667.

The company accrued consulting fees of $15,000 per month to the Company owned by Mr. Jack Ross, Chief Executive Officer of the company starting October 2014. As of December 31, 2014, the total outstanding balance of $45,000 was paid.

At December 31, 2014, $16,077 was due from a company owned by Mr. Jack Ross, Chief Executive Officer of the Company in a form of a note receivable.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our Board of Directors pre-approves all services provided by our independent auditors. All of the services and fees summarized below were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

On April 21, 2014, M&K CPAS, PLLC (“M&K”) effectively ceased as our independent registered public accounting firm and on June 26, 2014, we engaged RBSM LLP (“RBSM”) as our independent registered accounting firm. The following table summarizes the aggregate fees M&K CPAS, PLLC and RBSM billed the Company for professional services rendered to the Company. A description of these various fees and services are in the footnotes to the table.

	Years Ended		Five Months Ended		Year Ended
	December 31, 2014		December 31, 2013		July 31, 2013
Audit Fees ⁽¹⁾	$	6,000	$	-	$	4,200
Audit-Related Fees ⁽²⁾		-		-		-
Tax Fees ⁽³⁾		-		-		-
All Other Fees ⁽⁴⁾		-		-		-
Total	$	6,000	$	-	$	4,200

(1)	Audit Fees — This category includes the audit of the Company’s annual financial statements, review of financial statements included in its Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years.

(2)	Audit-Related Fees — This category consists of fees reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as “Audit Fees.”

(3)	Tax Fees — This category consists of tax compliance, tax advice, and tax planning work.

(4)	All Other Fees — This category consists of fees for other miscellaneous items.

PART IV

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

1.	Consolidated Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Financial Statements
	Reports of Independent Registered Public Accounting Firms	F-1 - F-2
	Consolidated Balance Sheets	F-3
	Consolidated Statements of Operations	F-4
	Consolidated Statements of Shareholders’ (Deficit) Equity	F-5
	Consolidated Statements of Cash Flows	F-6
	Notes to Consolidated Financial Statements	F-7

2.	Consolidated Financial Statement Schedules

None.

3.	Exhibits

		Incorporated by Reference
		(Unless Otherwise Indicated)
Exhibit
Number	Exhibit Title	Form	File	Exhibit	Filing Date

2.1	Agreement and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp.	8-K	000-55098	2.1	4/9/2014

2.2	Agreement and Plan of Merger dated April 21, 2014 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2014)	8-K	000-55098	2.1	5/7/2014

2.3	Asset Purchase Agreement, dated January 22, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.	—	—	—	Filed herewith

3.1	Articles of Incorporation	S-1	333-185103	3.1	11/21/2012

3.2	Amendment to Articles of Incorporation	8-K	000-55098	3.1(b)	5/7/2014

3.3	By-Laws	S-1	333-185103	3.2	11/21/2012

4.1	Form of Subscription Agreement	S-1/A	333-185103	4.1	2/19/2013

4.2	Synergy Strips Corp. Common Stock Purchase Warrant, dated January 22, 2015.	—	—	—	Filed herewith

4.3	Synergy Strips Corp. Common Stock Purchase Warrant (10-Year Warrant), dated January 22, 2015.	—	—	—	Filed herewith

10.1	Mineral Claim Agreement for the Shipman Diamond Project, dated September 1, 2011.	S-1	333-185103	10.1	11/21/2012

10.2	Transfer of Mineral Dispositions with Danny Aaron, dated February 21, 2012.	S-1	333-185103	10.2	11/21/2012

10.3	Form of Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014	8-K	000-55098	10.1	5/7/2014

10.4	Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp. and Kenek Brands Inc.	8-K	000-55098	10.1	5/7/2014

10.5	Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp.	—	—	—	Filed herewith

10.6	Product Distribution Option Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp.	—	—	—	Filed herewith

10.7	Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp. and Knight Therapeutics (Barbados) Inc.	—	—	—	Filed herewith

16.1	Letter from M&K CPAS, PLLC to the Securities and Exchange Commission dated June 11, 2014	8-K/A	000-55098	16.1	6/12/2014

21.1	Subsidiaries of the Registration	—	—	—	Filed herewith

23.1	Promissory Note to Danny Aaron, dated May 17, 2013.	S-1/A	333-185103	23.2	5/17/2013

23.2	Promissory Note and Future Advances Note to Danny Aaron , dated May 28, 2013	S-1/A	333-185103	23.2	5/28/2013

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a).	—	—	—	Filed herewith

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a).	—	—	—	Filed herewith

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.	—	—	—	Filed herewith

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.	—	—	—	Filed herewith

101.INS	XBRL Instance Document.	—	—	—	Furnished herewith

101.SCH	XBRL Taxonomy Extension Schema Document.	—	—	—	Furnished herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Furnished herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Furnished herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Furnished herewith

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	—	—	—	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SYNERGY STRIP CORP

Date: March 31, 2015	By:	/s/ Jack Ross
		President, Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Jack Ross	President, Chief Executive Officer	March 31, 2015
Jack Ross	(principal executive officer) Chief Financial Officer, Chief Accounting Officer, Director

/s/ Stephen Fryer	Director	March 31, 2015
Stephen Fryer

/s/ Paul SoRelle	Director	March 31, 2015
Paul SoRelle

EXHIBIT 2.3

ASSET PURCHASE AGREEMENT

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”.

W I T N E S S E T H :

WHEREAS, among Seller’s several ingestible dietary supplement lines of business is a line of business and products called FOCUS Factor (the “Product,” and the Product plus the business related to the Product is collectively the “Focus Factor Business”);

WHEREAS, the Principal Owners, either directly or indirectly, collectively own all of the equity of Seller; and

WHEREAS, Buyer desires to purchase all of the assets of the Focus Factor Business, and the Seller desires to sell such assets to the Buyer, in each case upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements hereinafter contained, the Parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS .

As used in this Agreement (including the recitals and Disclosure Schedules hereto), the following terms shall have the following meanings (such meanings to be applicable equally to both singular and plural forms of the terms defined):

“Accounts Receivable” shall mean all accounts and notes receivable relating to sales of the Product, as set forth on Schedule A hereto;

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether formal or informal, whether public or private and whether at law or in equity;

“Actual Proceeds” means the amount of the Purchase Price the applicable Principal Owner actually receives in cash.

“Additional Payment” shall have the meaning set forth in Section 3.1(b) hereof;

“Adverse Event” means any untoward medical occurrence in a consumer or clinical investigation subject administered Products and which does not necessarily have to have a causal relationship with such treatment.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by Contract or otherwise) of such Person;

“Assigned Contracts” shall mean all Contracts, licenses, instruments, obligations, promises, undertaking, and equipment leases and other agreements, whether written or oral, which are used in, support the production and sale of the Product or are related to the Focus Factor Business;

“Assumed Liabilities” shall have the meaning set forth in Section 2.4 hereof;

“Bad Conduct” shall have the meaning set forth in Section 11.1 hereof;

“Business Day” shall mean days other than Saturdays, Sundays and other legal holidays or days on which banks in New York City are closed;

“Business Intellectual Property” shall have the meaning set forth in Section 5.9 hereof;

“Buyer” shall have the meaning set forth in the Preamble hereto;

“Buyer Indemnitees” shall have the meaning set forth in Section 11.1 hereof;

“Buyer Losses” shall have the meaning set forth in Section 11.1 hereof;

“Cap” shall have the meaning set forth in Section 11.1 hereof;

“Clients” means all of the clients of Seller during each of Seller’s 2012 and 2013 fiscal years and during the period ended as of December 31, 2014;

“Closing” shall mean the consummation of the transactions contemplated by this Agreement;

“Closing Date” shall have the meaning set forth in Section 4 hereof;

“Closing Payment” shall have the meaning set forth in Section 3.1(a) hereof;

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercially Reasonable Efforts” means the commercially reasonable efforts that a prudent Person desirous of achieving a result and having an incentive to and interest in achieving such result would use to achieve that result as expeditiously as reasonably possible under the circumstances;

“Confidentiality Agreement” means that certain confidentiality agreement dated as of August 22, 2014, between Buyer and Seller;

“Contract” means any agreement, contract, indenture, instrument, obligation, promise or undertaking (whether written or oral and whether express or implied) that is legally binding;

“Disputed Claim” shall have the meaning set forth in Section 11.2(b) hereof;

“Domain Names” shall have the meaning set forth in Section 5.9(a) hereof;

“Employee” means an employee of Seller employed in connection with the Focus Factor Business;

“Employee Benefit Plan” means any pension, profit sharing, 401(k), retirement, deferred compensation, stock purchase, stock option or other equity based compensation plans, incentive, bonus, vacation, employment, independent contractor, severance, disability, hospitalization, sickness, death, medical insurance, dental insurance, life insurance and any other employee benefit plan (whether provided on a funded or unfunded basis, or through insurance or otherwise), agreement, program, policy, trust, fund, Contract or arrangement;

“Environmental Laws” means all Laws concerning pollution or protection of the environment and natural resources, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, control or cleanup of any hazardous materials, substances or wastes, pesticides, pollutants or by products, asbestos, polychlorinated biphenyls, or radiation, each as amended and as now or hereafter in effect;

“Excluded Seller Assets” any asset of Seller that is not included in the definition of Purchased Property and specifically including, without limitation, any of the following Seller assets:

(i) cash and cash equivalents;

(ii) all tangible personal property of every kind owned or leased by Seller other than the Purchased Property;

(iii) all Contracts, licenses, IT vendor services Contracts and equipment leases and other agreements, whether written or oral, other than the Assigned Contracts, the IP Assets, the Intellectual Property and the Licensed Intellectual Property;

(iv) all files and records, other than the Files and Records;

(v) all of the other intangible rights and property of Seller, including any intellectual property rights, going concern value, goodwill, telephone, domains, and email addresses and listing, in each case other than the Assigned Contracts, the IP Assets, the Licensed Intellectual Property and the Intellectual Property; and

(vi) the assets of Seller set forth in Schedule B hereto.

“Excluded Liabilities” shall have the meaning set forth in Section 2.5 hereof;

“Files and Records” shall mean all files and records, whether in hard copy or digital, electronic, data, magnetic or other format, of the Seller relating to or used in connection with the Focus Factor Business or otherwise relating to the Purchased Property;

“Financial Statements” shall have the meaning set forth in Section 5.5 hereof;

“Fundamental Representations” shall mean the representations and warranties set forth in Sections 5.1 (Corporate Organization), 5.2 (Qualification to Do Business), 5.3 (Authorization and Validity of Agreement), 5.4 (No Conflict or Violation), 5.7 (Tax Matters), and 5.14 (Brokerage);

“GAAP” shall mean United States generally accepted accounting principles as in effect on the date on which the document or calculation to which it refers relates, applied on a consistent basis throughout the periods covered thereby;

“General Intellectual Property” shall have the meaning set forth in Section 5.9 hereof;

“Government” shall mean any agency, division, subdivision, audit group or procuring office of the Government of the United States, any state of the United States, including the employees or agents thereof;

“Guarantee” means any Contract of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (fixed, contingent or otherwise) or indebtedness of another Person;

“Guaranteed Obligations” shall have the meaning set forth in Section 14(a);

“Guarantor” shall have the meaning set forth in the Preamble hereto.

“Indemnifiable Claim” shall have the meaning set forth in Section 11.2(b) hereof;

“Intellectual Property” ” means all intellectual property rights whether protected, created or arising under the Laws of the United States or any other jurisdiction, including the following: (i) patents and patent applications; (ii) trademarks and service marks, including all applications and registrations and goodwill related to the foregoing; (iii) copyrights, including all applications and registrations related to the foregoing (including, without limitation, for all designs); (iv) Internet domain names; (v) telephone numbers, electronic mail addresses and social media accounts and registrations, including but not limited to accounts and registrations with Facebook, Linkedln, Twitter, and other similar services; and (vi) trade secrets, know-how, ideas, creative works, inventions, discoveries, methods, processes, technical data, specifications, research and development information, technology, software or computer programs, and data base.

“IP Assets” shall have the meaning set forth in Section 5.9 hereof;

“IT Contracts” shall mean (i) all information technology vendor services Contracts used in the operations of the Focus Factor Business and (ii) any and all rights to the warranties received from IT vendors and suppliers to the Focus Factor Business with respect to the foregoing and any and all related claims, credits, rights of recovery and set-off with respect thereto;

“IT Vendors” shall mean all information technology vendors, suppliers, contractors and consultants who are parties to IT Contracts;

“Knowledge of the Seller” or “Seller’s Knowledge” or a similar phrase shall mean, with respect to any matter, the actual knowledge of the officers or managers of the Seller or the Principal Owners, or facts regarding such matter which reasonably should have been known by such persons after making a diligent inquiry with respect to such matter;

“Laws” means all statutes, laws, codes, ordinances, regulations, rules, orders, judgments, writs, injunctions, acts or decrees of any Government entity;

“Liability” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including without limitation any liability for Taxes;

“Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement, and including claims on title and liens in favor of contractors, carriers, warehousemen, mechanics, materialmen, and subcontractors and statutory or common law liens to secure claims for labor, materials or supplies, and other similar liens and encumbrances;

“Licensed Intellectual Property” shall have the meaning set forth in Section 5.10(c) hereof;

“Marketing Materials of Focus Factor” shall have the meaning set forth in Section 5.10(a) hereof;

“Person” shall mean and include any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, any other unincorporated organization or Government;

“Pledge Agreement” shall have the meaning set forth in Section 14.

“Purchase Price” shall have the meaning set forth in Section 3 hereof;

“Purchased Property” means all of the assets of Seller relating to the Focus Factor Business including, without limitation:

(i) the Product and all formulations related thereto;

(ii) all of Seller’s rights existing under all the Assigned Contracts, commitments, purchase orders and other agreements related to the Focus Factor Business, including all confidentiality, assignment of inventions, non-competition and/or non-solicitation covenants or any other Contract between each Transferred Employee and Seller, including the Assigned Contracts listed in Schedule 5.12 :

(iii) the Accounts Receivable;

(iv) the Business Intellectual Property (including the Trademarks, and Patents); the IP Assets (including the Domain Names, the Web Site Content and the Marketing Materials); and the Licensed Intellectual Property, including the Intellectual Property, IP Assets, and Licensed Intellectual Property listed on Schedule 5.9 :

(v) the proprietary formulation for the Product;

(vi) the Files and Records, including the Files and Records listed on Schedule C :

(vii) all Focus Factor Business and Product inventory, finished goods, raw materials, work in progress, packaging, parts or other inventories, including the inventory listed on Schedule D (the “Inventory”);

(viii) the goodwill and going concern value with respect to the Focus Factor Business and the Product, including without limitation all relationships with the clients and the right for Buyer to represent itself as the successor to Seller in respect of The Focus Factor Business;

(ix) all prepayments, prepaid expenses, claims, deposits, warranties. Guarantees, refunds. Actions, rights of recovery, rights of set-off, rights of indemnification, and rights of recoupment related to the Focus Factor Business and similar assets relating to the Focus Factor Business, including those listed on Schedule E ;

(x) all fixed assets relating to the Focus Factor Business, including all equipment, machinery, furniture, vehicles, spare parts, trade fixtures, leasehold improvements, computers, computer systems, telephones, telephone systems, and all related equipment and all other tangible personal property relating to the Focus Factor Business, including those set forth on Schedule F . which schedule reflects the location of any fixed assets as of the Closing that are not located on Sellers’ premises;

(xi) all assignable licenses, permits, certificates of authority, authorizations, approvals, registrations, qualifications, waivers and similar instruments granted or issued by any Government entity, and all pending applications therefor or renewals thereof (“Permits”) relating to the Focus Factor Business, including those set forth on Schedule 5.10 ;

(xii) all personnel files for Transferred Employees;

(xiii) all insurance, warranty and condemnation net proceeds received after the Closing Date with respect to damage, non conformance of or loss to the Purchased Property;

(xiv) all claims of Seller against third parties relating to the Purchased Property and the Assumed Liabilities, whether known or unknown, choate or inchoate, contingent or non-contingent; and

(xv) all other assets of any kind or nature of the Seller related to the Focus Factor Business, other than the Excluded Assets;

“Regulations” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the code;

“Seller” shall have the meaning set forth in the Preamble hereto;

“Seller’s Events of Breach” shall have the meaning set forth in Section 12.1 hereof;

“Serious Adverse Event” or means an Adverse Event that at any dose (i) results in death, (ii) is life-threatening, (iii) requires inpatient hospitalization or prolongation of existing hospitalization, (iv) results in persistent or significant disability/incapacity, or (v) is a congenital anomaly/birth defect. The term “life-threatening” in this definition refers to an event in which the consumer was at risk of death at the time of the event; it does not refer to an event which hypothetically might have caused death if it had been more severe. Important medical events that may not be immediately life-threatening or result in death or hospitalization but may jeopardize the patient or require intervention to prevent one of the other outcomes listed above should also be included in this definition to the extent reasonable medical and scientific judgement indicates that expedited reporting is appropriate under applicable Laws.

“Taxes” shall mean (i) all federal, state, local or foreign taxes, including, but not limited to, income, gross income, gross receipts, capital, production, excise, employment, sales, use, transfer, transfer gain, ad valorem, premium, profits, license, capital stock, franchise, severance, stamp, withholding, Social Security, employment, unemployment, disability, worker’s compensation, payroll, utility, windfall profit, custom duties, personal property, real property, environmental, registration, alternative or add-on minimum, estimated and other taxes, governmental fees or like charges of any kind whatsoever, (ii) any interest, penalties, fines, loss, damages, liability, expense or additions thereto whether disputed or not, and (iii) any transference liability in respect of any items described in clauses (i) or (ii) payable by reason of contract assumption, transference liability, operation of law, or otherwise;

“Tax Return” means any return, declaration, report, claim for refund, FBAR Report, information return or statement relating to any Taxes, including any schedule or attachment thereto and including any amendment thereof;

“Third Party Proceeding” shall have the meaning set forth in Section 11.2 hereof;

“Threshold” shall have the meaning set forth in Section 11.1 hereof;

“Trademarks” shall have the meaning set forth in Section 5.10(a) hereof;

“Transaction Documents” shall mean this Agreement, the Bill of Sale, the Pledge Agreement, and the other exhibits and schedules hereto and thereto, and all other agreements, instruments, certificates and other documents to be entered into or delivered by any Party in connection with the transactions contemplated to be consummated pursuant to any of the foregoing;

“Transfer Taxes” shall have the meaning set forth in Section 12.3 hereof; and

“Vendor” means the top five (5) production vendors and subcontractors of Seller in terms of amounts paid to such vendors during each of Seller’s 2012 and 2013 fiscal years and during the period ended as of December 31, 2014.

SECTION 2. PURCHASE AND SALE OF THE PURCHASED PROPERTY.

SECTION 2.1. Transfer of Assets . Upon the terms and subject to the conditions herein set forth, the Seller shall sell, convey, transfer, assign and deliver to the Buyer and/or its designated Affiliates, free and clear of any Liens (other than any Liens constituting a part of the Assumed Liabilities and specifically identified on Schedule 2.4 hereto), and the Buyer and/or its designated Affiliates shall purchase and accept from the Seller, on the Closing Date, all of Seller’s right, title and interest in and to the Purchased Property. For the avoidance of doubt, the Parties acknowledge that the Excluded Seller Assets are not part of the Purchased Property being conveyed to Buyer hereunder, and such Excluded Seller Assets shall remain the property of Seller after Closing.

SECTION 2.2. Sale at Closing Date . The sale, transfer, assignment and delivery by the Seller of the Purchased Property to the Buyer, as herein provided, shall be effected on the Closing Date by this Agreement and the Bill of Sale, and such other deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance as counsel for the Buyer may reasonably require in order to provide for the proper legal transfer of the Purchased Property to Buyer.

SECTION 2.3. Subsequent Conveyance Documentation & Reconciliations

(a) The Seller shall, at any time and from time to time after the Closing Date, upon the request of the Buyer, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such further authorizations, deeds, assignments, consents, transfers, conveyances and related documentation as may be reasonably required for the better assigning, transferring, granting, conveying and confirming to the Buyer or its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Purchased Property; including any documentation reasonably required to collect for the account of the Buyer all Accounts Receivable and any other item of Purchased Property. The Seller agrees to hold in trust for the account of the Buyer all Accounts Receivable and any other items of Purchased Property received by Seller on or after the Closing Date and further agree to promptly deliver such items of Purchased Property to the Buyer.

(b) Seller shall conduct a reconciliation of its books and records relating to the Focus Factor Accounts Receivable as well as the Accounts Payable (as defined in Section 2.4 ) and accrued expenses (including those arising under any Assigned Contracts) on the day prior to the Closing Date and will provide it to the Buyer at Closing. At the Closing, or as soon as reasonably possible thereafter. Buyer and Seller will, respectively, use Commercially Reasonable Efforts to do the following: (i) Seller will promptly transfer to Buyer all Accounts Receivable that are or come into Seller’s possession; (ii) Buyer will promptly transfer to Seller all cash and cash equivalents that do not constitute cash and cash equivalents of the Focus Factor Business related to post-Closing periods that are or come into Buyer’s possession; and (iii) Seller shall pay all accounts payable and accrued expenses not arising under the Focus Factor Business (i.e., any accounts payable relating to the Excluded Assets).

SECTION 2.4. Assumed Liabilities . Upon the terms and subject to the conditions set forth in this Agreement, from and after the Closing, the Buyer will assume and pay, perform, discharge and be responsible for the following obligations and liabilities of the Seller: (i) the accounts payable of Seller set forth on Schedule 2.4(i) (the “Accounts Payable”), (ii) the obligations and liabilities of the Seller under the Assigned Contracts incurred after the Closing Date (and specifically excluding any obligations or liabilities under and breaches thereof arising prior to the Closing Date) which obligations and liabilities being assumed under such certain Assigned Contracts are specifically set forth on Schedule 2.4(ii) hereto, and (iii) the Liabilities set forth on Schedule 5.8 (the “Assumed Liabilities”); provided, however, the Assumed Liabilities shall not include any obligations or liabilities that were not incurred in the ordinary course of business. Assumed Liabilities shall include any liabilities for (a) Taxes relating to or arising out of the Focus Factor Business accruing on and after the Closing Date (including, without limitation, sales taxes), (b) Taxes payable by the Buyer resulting from payments made pursuant to this Agreement, (c) one-half of the Transfer Taxes, if applicable, and (d) Taxes of Buyer or any other Person, relating to the Focus Factor Business on and after the Closing Date, whether pursuant to an agreement, by operation law or transferee or successor liability, or otherwise. Seller shall retain, and Buyer shall not assume, any liability of Seller, direct or indirect, known or unknown, absolute or contingent, not expressly included in the Assumed Liabilities.

SECTION 2.5. Excluded Liabilities . Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the following Liabilities or obligations of Seller (collectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation, any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (v) any deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with a business other than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any consultant retained by Seller; (ix) any liability to any Governmental entity arising out of or resulting from Seller’s compliance or noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of any Government entity (i.e., the liability is imposed by the Government entity); (x) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement; and (xi) any liability of Seller based on Seller’s actions or omissions occurring after the Closing Date.

SECTION 3. CONSIDERATION .

SECTION 3.1. Purchase Price . Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the Seller contained herein, the aggregate purchase price of the Purchased Property shall be six million dollars and no cents ($6,000,000.00) (the “Purchase Price”). The Purchase Price will be paid by the Buyer (such payment secured by a pledge agreement between Buyer and Seller), for the sale and transfer of the Purchased Property, to or (as directed by Seller) for the benefit of the Seller as follows:

(a) At the Closing, four million five hundred thousand dollars ($4,500,000) (the “Closing Payment”); and

(b) An additional payment of one million five hundred thousand dollars ($1,500,000), payable as follows (the “Additional Payment”):

(i) seven hundred fifty thousand dollars ($750,000) on or before January 20, 2016; and

(ii) seven hundred fifty thousand dollars ($750,000) on or before January 20, 2017.

SECTION 3.2. Allocation of Purchase Price . Seller and Buyer shall cooperate in the preparation of a joint schedule (the “Allocation Schedule”) allocating the Purchase Price (including for purposes of this Section 3.2 the Assumed Liabilities) among the Assets purchased pursuant to this Agreement. Seller and Buyer each agree to file IRS Form(s) 8594 and all federal, state and local income Tax Returns in accordance with the Allocation Schedule, and none of them shall thereafter take an income Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the IRS or other Tax authority. Seller and Buyer each agree to provide the other promptly with any other information required to complete the Allocation Schedule. If, however, Seller and Buyer are unable to complete such schedule within one hundred and twenty (120) days following the Closing Date, or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall file IRS Form(s) 8594 and any federal, state and local income Tax Returns allocating the Final Purchase Price among the Assets in the manner each believes is appropriate; provided, however , that such allocation must be reasonable and in accordance with Code section 1060 and the Regulations thereunder and provided, further, that the portion of the Purchase Price allocated to Accounts Receivable shall not exceed the net amount of Accounts Receivable included in the Purchased Property.

SECTION 4. CLOSING . The Closing shall take place at the offices of Williams & Connolly LLP, at 10:00 a.m., local time on or before January 23, 2015, after the conditions in Section 9 and Section 10 have been met or waived, or at such other place and time as may be mutually agreed to by the Parties hereto, provided, however, that the Closing may occur virtually, such that copies of signatures may be exchanged via electronic mail (with originals to follow in the mail) (the date of Closing is “Closing Date”). The Closing shall be deemed to occur and be effective as of 12:01 AM on the Closing Date.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER . Asa material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller and each of the Principal Owners (other than Thor Associates, Inc., which is making only the representations and warranties set forth in Sections 5.3, 5.4, 5.22, and 5.25 and only with respect to Thor Associates, Inc.) hereby jointly and severally (other than Thor Associates, Inc., which is making these representations and warranties severally and not jointly) represent and warrant as of the date hereof, except as set forth on the disclosure schedules (the “Disclosure Schedules”) attached to this Agreement, to Buyer as follows:

SECTION 5.1. Corporate Organization . The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The organizational documents which have been furnished to Buyer reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books and other books and records of Seller, to the extent such minutes exist, have been furnished to Buyer. The Principal Owners do not, whether in their individual capacities or through any other entity, engage in any other business that competes with the Focus Factor Business.

SECTION 5.2. Qualification to Do Business . Seller has the requisite power and authority and all necessary governmental authority to own, operate or lease all the items of Purchased Property that it purports to own, operate or lease and to carry on the Focus Factor Business as it is now being conducted, and is duly qualified to do business as a foreign company, and is in good standing, in each jurisdiction where the character of its assets owned, operated or leased or the nature of its activities makes such qualification necessary (except where failure to so qualify would not have a material adverse effect on the ability of Seller to execute, deliver and perform the Transaction Documents and consummate the transactions contemplated thereunder).

SECTION 5.3. Authorization and Validity of Agreement . Seller and the Principal Owners each has all requisite power and authority to enter into the Transaction Documents and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of Seller’s or each Principal Owner’s obligations thereunder have been duly authorized by all necessary corporate, shareholder or member action of Seller and the Principal Owners, and no other proceedings on the part or in respect of the Seller or any Principal Owner is necessary to authorize such execution, delivery and performance. The Transaction Documents have been duly executed by Seller and the Principal Owners and constitute its valid and binding obligations, enforceable against each in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.

SECTION 5.4. No Conflict or Violation . Subject to obtaining any consents and approvals set forth in Schedule 5.4 . the execution, delivery and performance by the Seller and the Principal Owners of the Transaction Documents and all Assigned Contracts (including the transfer of the Purchased Property to Buyer and Buyer’s use thereof following the Closing) does not and will not (a)(i) conflict with or result in a breach of the terms, conditions, or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) give any third party the right to modify, terminate or accelerate any obligation under, (iv) result in a violation of, or (v) require any consent, exemption or other action by or notice or declaration to, or filing with, any third party of any Government entity pursuant to (A) any organizational documents of the Seller or Principal Owners; (B) any provision of law, rule or regulation, or any order, judgment or decree of any court or other governmental or regulatory authority; (C) any Contract, lease, sublease, occupancy agreement, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Seller or any of the Principal Owners is a party or by which Seller or any of the Principal Owners is bound or to which any of the Seller’s or any of the Principal Owners’ properties or assets is subject; or (D) the Assigned Contracts or other rights, agreements or licenses constituting the Purchased Property; (b) result in the creation of any Lien or Tax upon the equity or assets of Seller or the Principal Owners (including the Purchased Property); or (c) otherwise interfere in any material manner with the operation of the Focus Factor Business or the Purchased Property or have any material adverse effect thereon.

SECTION 5.5. Financial Statements . Attached hereto as Schedule 5.5 are the financial statements of the Seller (the “Financial Statements”). The Financial Statements have been prepared using consistent accounting principles, presentations, methods, standards, policies, practices, classifications, estimation and adjustment methodologies, assumptions, and procedures. Seller’s books of account and records are complete and correct and fairly reflect all of the assets, liabilities, transactions, and results of operations of the business of Seller and the Focus Factor Business in all material respects. Seller has delivered to the Buyer or its representatives copies of the Financial Statements.

SECTION 5.6. Absence of Certain Changes or Events .

(a) Except as set forth in Schedule 5.6. since December 31, 2014, there has not been:

(i) any adverse change in the business, operations, properties, assets, or condition (financial or other) of the Purchased Property or Seller in any material respect, and, to Seller’s Knowledge, no fact or condition exists and no event has occurred that would be reasonably likely to result in any such change; or

(ii) any material loss, damage, destruction or other casualty to the Purchased Property (whether or not covered by insurance).

(b) Since December 31, 2014, the Seller has operated the Focus Factor Business in the ordinary course of business and consistent with past practice and, except as set forth on Schedule 5.6 hereto, has not:

(i) incurred any obligation or liability (whether absolute, accrued, contingent or otherwise) relating to the operations of the Focus Factor Business, in an amount greater than $10,000 that will not have been paid in full by the Closing Date or having a term or duration of more than one year;

(ii) discharged or satisfied any Lien or paid or satisfied any obligation or Liability (whether absolute, accrued, contingent or otherwise);

(iii) mortgaged, pledged or subjected to any Lien any of the Purchased Property;

(iv) sold, licensed, assigned, or transferred any of its assets or canceled any debts or claims or waived any material right or claim;

(v) disposed of, relinquished or allowed to lapse any patents, trademarks, service marks, domain names, web addresses or copyrights (or any interest therein) or any patent, trademark, service mark, domain name or web address or copyright applications (or any interest therein) used (or that were, or are intended to be used) in the operations of the Focus Factor Business;

(vi) defaulted on any material obligation relating to the operations of the Focus Factor Business;

(vii) written off as uncollectible any accounts receivable with respect to any products to be delivered to customers after the Closing Date;

(viii) amended any term of, or waived any right under, any Contract that is in the Purchased Property;

(ix) sold, assigned, transferred, abandoned, or permitted to lapse any Permits;

(x) entered into any agreement or made any commitment to do any of the foregoing;

(xi) commenced any litigation or binding dispute resolution process or settled or compromised any pending or threatened suit. Action or claim; or

(xii) entered into any other material Contract or material transaction.

SECTION 5.7. Tax Matters .

(a) The Seller and its subsidiaries has timely filed all material Tax Returns that it was required to file. All such Tax Returns as so filed disclose all Taxes required to be paid for the periods covered thereby. All material Taxes due and owing by the Seller (whether or not shown on any Tax Return) have been paid.

The Seller is not currently is the beneficiary of any extension of time within which to file any Tax Return. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Seller. The Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Tax Returns and form required with respect thereto have been properly completed and timely filed. Upon and after the acquisition of the Purchased Property by Buyer, Buyer will have no, and will not be subject to any, liability, as a successor or otherwise, for or with respect to any Taxes of or pertaining to (i) Seller or (ii) Focus Factor for any period or transactions arising on or before the Closing.

(b) There is no material dispute or claim concerning any Tax liability of the Seller either (A) claimed or raised by any authority in writing or (B) to the knowledge of the Seller.

(c) Section 5.7 of the Disclosure Schedule lists all federal, state, local, and foreign income Tax Returns filed with respect to the Seller for taxable periods ended on or after December 31, 2010, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Seller since December 31, 2010. The Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(d) The Seller has not made any material payments, is not obligated to make any material payments, and is not a party to any agreement that under certain circumstances could obligate it to make any material payments that will not be deductible under Code section 280G. The Seller is not a party to any Tax allocation or sharing agreement. The Seller (A) has not been a member of an affiliated group (within the meaning of Code section 1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Seller) and (B) does not have any liability for the Taxes of any Person under Regulations section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(e) The unpaid Taxes of the Seller (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent Financial Statements (rather than in any notes thereto) and (B) will not exceed that reserve as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Seller in filing its Tax Returns.

(f) The Seller does not have any subsidiaries.

(g) The Seller has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code section 355 or Code section 361.

(h) At all times since its formation, Seller has been classified as a partnership for federal income Tax purposes.

SECTION 5.8. Absence of Undisclosed Liabilities: Indebtedness . Except as set forth on Schedule 5.8. Seller has no indebtedness or Liabilities, absolute or contingent, involving, affecting or relating to the Focus Factor Business, the Purchased Property, or the transactions contemplated by the Transaction Documents (other than any liabilities which constitute Excluded Liabilities hereunder).

SECTION 5.9. Intellectual Property .

(a) Definitions.

(i) “IP Assets ” shall mean all of the following materials owned or licensed by Seller with respect to the Focus Factor Business: (A) the proprietary formulas for the Product; (B) the domain names listed on Schedule 5.9(a) (collectively, the “Domain Names”); (C) all the content on and accessible through the websites associated with the Domain Names, including demos (collectively, the “Website Content”); and (D) the entire Focus Factor Business marketing database consisting of all available customer information and all marketing, advertising and promotional materials, including logos, colors, videos, booklet designs, catalogs, solicitations, email templates, advertisements and all other Focus Factor Business marketing materials (whether in draft or final form) (collectively, the “Marketing Materials”).

(ii) Schedule 5.9(a) lists all patented, registered, applied-for, and other Intellectual Property used in the Focus Factor Business, and all Intellectual Property of Seller licensed to any third Person (collectively, the “Business Intellectual Property”), including the registration and application information, date of application or issuance and relevant jurisdiction as to each, and whether or not the Business Intellectual Property is owned or licensed. Business Intellectual Property that is licensed by Seller from a third party is “Licensed Intellectual Property”).

(b) Seller owns all right, title and interest in and to, or has a valid and enforceable license to use, all IP Assets, Business Intellectual Property, and the Licensed Intellectual Property, free and clear of all Liens, and all patented or registered Business Intellectual Property is valid and enforceable. Seller has taken commercially reasonable steps to maintain the confidentiality of all information that constitutes a trade secret of the Focus Factor Business. Seller has the valid right to transfer the Intellectual Property included in the Purchased Property to Buyer as contemplated hereunder.

(c) (i) The conduct of the Focus Factor Business, including the delivery and distribution of the Product, has not infringed and does not infringe on any Intellectual Property or any other proprietary rights of any Person, including but not limited to the rights of privacy or publicity; (ii) to Seller’s Knowledge, no Person is infringing, violating or misappropriating any Business Intellectual Property; (iii) Seller has not taken any action, or failed to take any action, during prosecution of any application that could reasonably be expected to result in the invalidation or unenforceability of any registered Business Intellectual Property; (iv) Seller is not currently a party to any pending suit, claiming any alleged infringement or misappropriation of any Business Intellectual Property; (v) Seller has not received within the prior three (3) years any written notice, and is not currently a party to any pending suit, claiming any alleged infringement or misappropriation of the Intellectual Property rights of other Persons with respect to its or their use of Intellectual Property or the Product; (vi) Seller has not entered into any Contract that includes a forbearance to sue or settlement Contract with respect to any Intellectual Property; and (vii) Seller has not received any written notice of any claim within the prior three (3) years, and is not currently a party to any pending suit, which challenges the validity or enforceability of. Seller’s ownership of or right to use, any Intellectual Property (excluding, for clarity, office actions) or the Product. Seller has secured and has in place a policy to secure valid written confidentiality Contracts and assignments of Intellectual Property from all consultants, contractors. Employees and customers who contribute or have contributed to the creation, conception, reduction to practice or other development of any Intellectual Property developed on behalf of Seller.

(d) No Product provided or distributed by Seller in its conduct of the Business: (i) violates any Law; (ii) includes any information or material that is defamatory; or (iii) infringes any right of privacy of any Person. Each Person whose name, image, voice or likeness is incorporated into any Marketing Materials or other Purchased Property has executed a written release consenting to Seller’s use of such Person’s name, image, voice and/or likeness (as applicable) and releasing Seller from any claims with respect thereto (a “Release”), each of such Releases are fully assignable to Buyer without further consent of any Person and each of such Releases are included within the Purchased Property.

(e) Seller has operated the Focus Factor Business and provided all Products in compliance with any posted privacy policies and all applicable Laws relating to privacy, data protection, anti-spam, telemarketing, personally identifiable information and similar consumer protection Laws (“Information Privacy Laws”). Seller has not received written notice of any claims or been charged with violation of any Information Privacy Law. To the Knowledge of Seller, Seller is not under investigation with respect to any violation of any Information Privacy Laws.

SECTION 5.10. Compliance with Law . Except as set forth in Schedule 5.10. the manufacture and sale of the Product, the operation of the Focus Factor Business, and the business of Seller has been conducted in material compliance with all applicable Laws and other requirements of all courts and other governmental or regulatory authorities having jurisdiction over the Seller and its assets, properties and operations. Except as set forth in Schedule 5.10 . the Seller has not received notice of any violation (or possible violation) of any such Law or other legal requirement, and the Seller is not in default with respect to any order, writ, judgment, award, injunction or decree of any federal, state or local court or Governmental or regulatory authority, applicable to Seller, the Focus Factor Business, or the Purchased Property. Without limiting the foregoing. Seller has not received any warning letter or untitled letter, report of inspectional observations, including FDA Form 483s, establishment inspection reports, notices of violation, clinical holds, enforcement notices or other documents from the FDA or any other similar Governmental entity or any institutional review board or independent ethics committee alleging a lack of material compliance by Company with any Laws. No “bulk sales” or similar Law applies to the transactions contemplated by this Agreement. Seller holds all Permits required for the conduct of the Focus Factor Business and the ownership of its properties. All such Permits are set forth on Schedule 5.10 . No written notices have been received by Seller alleging the failure to hold any Permit. Seller is in compliance with all terms and conditions of all such Permits. All of such Permits shall be available for use by Seller immediately after the Closing.

SECTION 5.11. Litigation . There are no claims. Actions, suits, proceedings, complaints or investigations pending or, to the Knowledge of the Seller, threatened, before any federal, state, provincial or local court or governmental or regulatory authority, domestic or foreign, or before any arbitrator of any nature, brought by or against the Seller or any of its officers, directors, employees, agents or Affiliates involving, affecting or relating to Seller, any Principal Owner, the Focus Factor Business, the Purchased Property, or the transactions contemplated by the Transaction Documents.

SECTION 5.12. Assigned Contracts . Each Assigned Contract is valid, binding and enforceable against the parties thereto in accordance with its terms, and in full force and effect on the date hereof, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity. Each Assigned Contract will remain in full force and effect without penalty in accordance with its terms upon consummation of the Closing. The Seller has performed all payment and other obligations required to be performed by it to date hereunder, and is not in default or delinquent in performance, status or any other respect (claimed or actual) in connection with, any Assigned Contract, and, to the Knowledge of the Seller, no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To the Knowledge of the Seller, no other party to any Assigned Contract is in default in respect thereof, and, to the Knowledge of the Seller, no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To the Knowledge of Seller, there is no breach or cancellation or anticipated breach or cancellation by the other parties to any Assigned Contract. Schedule 5.12 sets forth a list all Assigned Contracts and, a list of all other written Contracts that are material to the Focus Factor Business, and a summary of all other oral Contracts that are material to the Focus Factor Business. The Seller has delivered to the Buyer or its representatives true and complete originals or copies of all written Contracts required to be listed on Schedule 5.12 .

SECTION 5.13. Title to Purchased Property . Except as set forth on Schedule 5.13 . Seller has good and valid title to, or a valid leasehold interest in, the Purchased Property, free and clear of all Liens. Such Purchased Property, taken as a whole, are free from any material defects, have been maintained in accordance with normal industry practice and are in good operating condition and repair (subject to normal wear and tear). The Purchased Property is sufficient for the continued operation of the Focus Factor Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets used in or necessary to conduct the Focus Factor Business. None of the Excluded Seller Assets are material to the Focus Factor Business.

SECTION 5.14. Brokerage . Except as set forth on Schedule 5.14 . neither Seller nor any of the Principal Owners have incurred, or will incur, a brokerage, finder’s, or similar fee in connection with the transactions contemplated by this Agreement.

SECTION 5.15. Insurance . Seller is currently insured by insurers unaffiliated with Seller with respect to its properties, assets and operation of the Focus Factor Business in such amounts and against such risks which are appropriate and customary for the type of business conducted by Seller with customary deductibles and retained amounts. In addition, Seller has maintained comparable insurance for all prior periods. With respect to each insurance policy held by Seller (the “Insurance Policies”) (a) such Insurance Policy is legal, valid, binding and in full force and effect; (b) Seller is not in default under such Insurance Policy; and (c) Seller has delivered a true and correct copy of any such Insurance Policy requested by Buyer. There are no claims by Seller pending under any such Insurance Policies and Seller has not been informed that coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies with respect to any such claims.

SECTION 5.16. Employment Matters .

(a) Schedule 5.16(a) separately sets forth all of the Employees as of the date hereof, including for each such Employee: name, job title, FLSA designation, work location (identified by street address), current compensation paid or payable, all wage arrangements, fringe benefits (other than Employee benefits applicable to all Employees, which benefits are set forth on a separate list on Schedule 5.16(a)) and visa and green card application status. To the Knowledge of Seller, no Employee is a party to, or is otherwise bound by, any Contract or arrangement, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Employee’s duties.

(b) Except as set forth on Schedule 5.16(b) . to the Knowledge of Seller, each Employee is (i) a United States citizen, (ii) a lawful permanent resident of the United States, or (iii) an alien authorized to work in the United States either specifically for Seller or for any United States employer. Seller is in compliance in all material respects with applicable Law, has completed a Form 1-9 (Employment Eligibility Verification) for each Employee and each such Form 1-9 has since been updated as required by applicable Law and is correct and complete as of the date hereof. With respect to each Employee, an authorized official of Seller has reviewed the original documents relating to the employment eligibility and authorization of such Employee to be employed in the United States in compliance with applicable Law and such documents appeared, to such official, to be genuine on their face.

(c) Seller has, or will have no later than the Closing Date, paid all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Employees due to be paid through the Closing Date. Seller is in compliance, in all material respects, with all Laws governing the employment of labor, including but not limited to, all contractual commitments and all such Laws relating to wages, hours, affirmative action, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes, including, but not limited to, the Age Discrimination in Employment Act, as amended. Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Fair Labor Standards Act (29 U.S.C. 201, et seq.) (“FLSA”), the Americans with Disabilities Act, the Sarbanes-Oxley Act of 2002, the Worker Adjustment and Retraining Notification Act, as amended, the Occupational Safety and Health Act, as amended, the Family and Medical Leave Act (29 U.S.C. 2601, et seq.), as amended, the National Labor Relations Act of 1935, as amended. Executive Order 11246 and any other executive orders or regulations governing affirmative action, EEO and VETS-100 reporting obligations, the Immigration Nationality Act (8 U.S.C. 1324a, et seq.), as amended, and all similar applicable Laws (collectively the “Labor Laws”). Seller has, during the three (3) year period prior to the date hereof, conducted the Focus Factor Business in compliance with all applicable Labor Laws. Seller has withheld all amounts required by Law or Contract to be withheld from the wages or salaries of its Employees and is not liable for the payment of any arrears of wages or other Taxes, penalties, fines or other compensation of any kind, however designated, for failure to comply with any of the foregoing. Seller has maintained adequate and suitable records regarding the service of each Employee including records of working time. Except as set forth on Schedule 5.16(c) . the Seller has properly classified its Employees pursuant to the FLSA. The Seller is not, and in the last three years has not been, a government contractor.

(d) Seller has not at any time during the last three (3) years had, nor to the Knowledge of Seller, is there now threatened, any walkout, strike, union activity, picketing, work stoppage, work slowdown, any effort to organize or any other similar occurrence or any attempt to organize or represent the labor force of Seller. There are no controversies pending or threatened between Seller, on the one hand, and any of its Employees (or former Employees), or any labor union or other collective bargaining unit representing any of their Employees, on the other hand. No investigation, review, complaint or proceeding by any Government entity or Employee or former Employee with respect to Seller in relation to any actual or alleged violation of any Labor Laws is pending or, to the Knowledge of Seller, threatened, nor has Seller received any notice from any Government entity indicating an intention to conduct the same. No union or other collective bargaining unit or Employee organizing entity has been certified or recognized by Seller as representing any of its Employees.

(e) Schedule 5.16(e) contains a true and compete list of any and all employment, change in control, severance, retention, termination, non-competition, nonsolicitation and other similar employment Contracts, arrangements or policies, whether written or oral, between the Seller and any individual other than at-will employment arrangements but including all Contracts, arrangements or policies that affect at-will Employees.

SECTION 5.17. Contractor Matters . Schedule 5.17 contains a complete and accurate listing of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each independent contractor, consultant, freelancer or other service provider (collectively, “Contractors”) used by Seller at any point during the prior one (1) year. A copy of each Contract relating to the services any Contractor provides to the Focus Factor Business has been provided to Seller. To the Knowledge of Seller, no Contractor used by Seller is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for Seller. Each Contractor ever retained by Seller to create, modify or work with respect to the Business Intellectual Property has executed a nondisclosure and assignment-of-rights Contract for the benefit of Seller and Seller is the owner of all rights in and to all Intellectual Property created by each Contractor in performing services for Seller vesting all rights in work product created in Seller. To the Knowledge of Seller, no current Contractor used by Seller intends to terminate his or her or its relationship with Seller. Seller has no obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor. Seller has properly classified, pursuant to the Code, Labor Laws and any other applicable Law, all Contractors used by Seller at any point.

SECTION 5.18. Employee Benefits .

(a) Schedule 5.18(a)SECTION 5.18 . (all contains a true and complete list of all Employee Benefit Plans maintained or contributed to by Seller or under which Seller has or could have any obligations (other than obligations to make current wage or salary payments or sales commissions terminable on notice of 30 days or less) or liabilities, actual or contingent, whether or not legally binding, in respect of, or which otherwise cover, any of the current or former officers, Employees or independent contractors of Seller who provide(d) services in respect of the Focus Factor Business or their dependents or beneficiaries (the items required to be disclosed on Schedule 5.18(a) and Schedule 5.16 (61 may be hereinafter individually referred to as a “ Seller Benefit Plan ” and collectively referred to as the “Seller Benefit Plans”). Seller has delivered or made available to Buyer true and complete copies of all documents, as they may have been amended through the date hereof, embodying or relating to the Seller Benefit Plans, including but not limited to Forms 5500 and actuarial valuations for the last three plan years, plan documents, trust agreements, insurance Contracts, administrative services agreements, most recent determination letters and other documents required under ERISA.

(b) Each Seller Benefit Plan has been established, maintained and administered in accordance with its terms and with all provisions of (including rules and regulations thereunder) ERISA, the Code and other applicable Law, and neither Seller nor any “party in interest” or any “disqualified person” with respect to any Seller Benefit Plan has engaged in a “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA or engaged in a similar transaction with respect to any Seller Benefit Plan. Each Seller Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service (or, if such plan is a prototype or volume submitter plan document, such prototype or volume submitter plan document has received a favorable opinion from the IRS that the form meets the tax qualification requirements) to the effect that such Seller Benefit Plan satisfies the requirements of Section 401(a) of the Code and that its related trust is exempt from taxation under Section 501(a) of the Code and there are no facts or circumstances that could reasonably be expected to cause the loss of such qualification or the imposition of Liability, penalty or Tax under ERISA, the Code or other applicable Laws (including the rules and regulations under any of them).

(c) No Seller Benefit Plan is, and neither Seller nor any of its ERISA Affiliates has ever sponsored an Employee Benefit Plan that is or was, subject to Title IV of ERISA. No Seller Benefit Plan is, and neither the Seller nor any of its ERISA Affiliates has ever contributed, or been obligated to contribute, to any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA) under Subtitle E of ERISA.

(d) Schedule 5.18(d) . sets forth each Seller Benefit Plan that is a “nonqualified deferred compensation plan”, within the meaning of Section 409A of the Code (each, a “Section 409A Plan”), and identifies each Section 409A Plan in connection with which Seller or it successors may have Liability with respect to Employees, Contractors or directors. No such plan has assets set aside directly or indirectly in the manner described in Section 409A(b)(l) of the Code or contains a provision that would be subject to Section 409A(b)(2) of the Code. Each Section 409A Plan (i) was, since the date of the inception of such Seller Benefit Plan, administered in good faith compliance with the requirements of Section 409A of the Code and applicable guidance issued thereunder, (ii) has been, since the date of inception of such Seller Benefit Plan, administered in compliance, in all material respects, with the requirements of Section 409A of the Code and the final regulations issued and outstanding thereunder. In the event of an audit by the IRS of either the Company or any individual participating in such Seller Benefit Plan, the additional Tax described in Section 409A(a)(l)(B) would not be assessed against any such participant with respect to benefits due or accruing under such Seller Benefit Plan.

(e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event): (i) result in any payment becoming due, or increase the amount of any compensation due, to any Employee; (ii) increase any benefits otherwise payable under any Seller Benefit Plan; or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits.

SECTION 5.19. Environmental and Safety Matters . Seller has complied and is in compliance with all Environmental Laws, including but not limited to all Permits required by Environmental Laws for the conduct of the business operations of Seller and the disposition of all hazardous materials in accordance with all applicable Environmental Laws. Seller has not received any outstanding and unresolved written or oral notices, reports or other information regarding any actual or alleged violation of Environmental Laws by Seller, or any Liabilities or potential Liabilities, including any remedial obligations, relating to any of them or their facilities arising under Environmental Laws. Seller is not a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state, local or foreign applicable Laws arising out of events occurring prior to the Closing Date. To Seller’s Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of Seller, or any geologically or hydrologically adjoining properties, shall prevent, hinder or limit Seller’s continued compliance with Environmental Laws, give rise to any remedial obligations of Seller pursuant to Environmental Laws, or give rise to any other Liabilities of Seller pursuant to Environmental Laws, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, personal injury, property damage or natural resources damage. To Seller’s Knowledge, there have not been in the past and are not now any underground tanks or underground improvements, including treatment or storage tanks, sumps, or water, gas or oil wells; polychlorinated biphenyls; or asbestos or asbestos-containing materials at, on or under any of the Leased Real Property. Seller has delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by Seller pertaining to hazardous materials in, on, under, or migrating to or from any of the Leased Real Property, or concerning compliance by Seller, or any other Person for whose conduct Seller is or may be held responsible, with Environmental Laws.

SECTION 5.20. Real Property .

(a) Schedule 5.20 (all sets forth the address of each leased real property of Seller (the “Leased Real Property”), and a true and complete list of all leases (including all amendments, extensions, renewals, Guarantees and other Contracts with respect thereto) for each such Leased Real Property (including the date and name of the parties to such lease or license document) (the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. With respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions set forth in this Agreement do not require the consent of any other Person to such Lease, or such consent has been obtained, shall not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) Seller’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and there are no disputes with respect to such Lease; (iv) Seller, and to Seller’s Knowledge any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) Seller does not owe, or shall owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, Seller; (viii) Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (x) there are no Liens on the estate or interest created by such Lease; and (xi) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the applicable Leased Real Property are in good condition and repair (fair wear and tear excepted) and sufficient for the operation of the Focus Factor Business as conducted thereon.

(b) Seller does not own any real property.

SECTION 5.21. Affiliate Transactions . No shareholder, officer, director, member or Affiliate of Seller or any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns any beneficial interest, is a party to any Contract or transaction with Seller or has any interest in any real, tangible or intangible asset or property used by Seller.

SECTION 5.22. Solvency .

(a) Each of Seller and the Principal Owners is not now insolvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement. As used in this section, “insolvent” means that the sum of the debts and other probable Liabilities of Seller exceeds the present fair saleable value of Seller’s assets.

(b) Immediately after giving effect to the consummation of the transactions contemplated by this Agreement: (i) Seller will be able to pay its Liabilities as they become due in the ordinary course of its business; (ii) Seller will not have unreasonably small capital with which to conduct its present or proposed business; (iii) Seller will have assets (calculated at fair market value) that exceed its Liabilities; and (iv) taking into account all pending and threatened litigation, final judgments against Seller in Actions for money damages are not reasonably anticipated to be rendered in such amounts that Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such Actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Seller. The cash available to Seller, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

(c) Notwithstanding Section 5.22(b) . Seller shall have the right to contest and resolve non-material debts and obligations outstanding as at Closing such as utilities and other non-material payments and Liabilities; provided, however, that no such non-material debts, obligations and Liabilities shall affect the Purchased Property or Buyer’s payment of the Purchase Price.

SECTION 5.23. Client and Vendor Relations . Schedule 5.23 contains a correct and complete list of the names of the Clients and Vendors, and the amount of revenues to or purchases from each such Client or Vendor during the 2013 fiscal year and the period ended as of December 31, 2014. Seller maintains commercially reasonable relations with each of the Clients and Vendors and to Seller’s Knowledge no event has occurred that could materially and adversely affect Seller’s relations with any Client or Vendor. Except as set forth on Schedule 5.23 . no Client or Vendor has during the last twelve (12) months cancelled, terminated, materially decreased the rate of, materially altered the terms with respect to or, to the Knowledge of Seller, made any threat to cancel or otherwise terminate any of its Contracts with Seller or to decrease its usage or supply of Seller’s services or products, excluding for avoidance of doubt, discrete projects performed by the Seller for Clients, for which the Seller’s services terminated solely by virtue of the Seller’s having completed the project to the Clients’ satisfaction. To the Knowledge of Seller, no current Client or Vendor may terminate or materially alter its business relations with Seller, either as a result of the transactions contemplated hereby or otherwise except as set forth on Schedule 5.23.

SECTION 5.24. Product and Service Warranties: Adverse Events . Seller has made no express warranty or Guarantee to any customer or Client as to services or goods provided by Seller. There is no pending or, to the Knowledge of Seller, threatened claim alleging any breach of any warranty or Guarantee. Seller has not been required to pay direct, incidental, or consequential damages to any Person in connection with any services or goods provided at any time since January 1, 2010. There have not been any Adverse Events or Serious Adverse Events with respect to the Product of the Focus Factor Business.

SECTION 5.25. Disclosure .

(a) No representation or warranty by Seller or any of the Principal Owners contained in this Agreement, and no statement contained in the Disclosure Schedules or any other document, certificate or other instrument delivered to or to be delivered by or on behalf of Seller or any of the Principal Owners pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

(b) Seller does not have Knowledge of any fact that has specific application to Seller (other than general economic or industry conditions) and that may materially adversely affect the Purchased Property, that has not been set forth in this Agreement or the Disclosure Schedules.

SECTION 5.26. Accounts Receivable; Inventories . Except as set forth on Schedule 5.26 . all accounts receivable reflected in the Financial Statements are valid receivables and represent arm’s length transactions in the ordinary course of business and are collectible in full net of the reserve for doubtful accounts, discounts, and/or promotional expenses set forth in the Financial Statements and assuming that the Buyer uses commercially reasonable and good faith efforts to collect such accounts receivable. The reserve for doubtful accounts, if any, set forth in the Financial Statements is accurate. Except as set forth on Schedule 5.26 . Seller maintains no inventory, finished goods, raw materials, work in progress, packaging, parts or other inventories in the Focus Factor Business. All such inventory set forth on Schedule 5.26 . whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by Seller free and clear of all Liens, and no such inventory is held on a consignment basis. The quantities of each such item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of Seller.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE BUYER . The Buyer hereby represents and warrants to the Seller as follows:

SECTION 6.1. Corporate Organization . The Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority and all necessary governmental authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its businesses as now conducted. The Buyer is duly qualified to do business as a foreign company, and is in good standing in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary.

SECTION 6.2. Authorization and Validity of Agreement . The Buyer has all requisite power and authority to enter into the Transaction Documents and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of the Buyer’s obligations thereunder have been duly authorized by all necessary company action by the Buyer, and no other proceedings on the part of the Buyer are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents has been duly executed by the Buyer and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.

SECTION 6.3. No Conflict or Violation . Subject to obtaining all consents and approvals set forth on Schedule 6.3 the execution, delivery and performance by the Buyer of the Transaction Documents (i) does not and will not violate or conflict with any provision of the organizational documents of the Buyer (ii) does not and will not violate any provision of law, rule or regulation, or any order, judgment or decree of any court or other governmental or regulatory authority; (iii) does not violate or will not result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give rise to any acceleration of remedies or any right of termination under, any Contract, lease, sublease, occupancy agreement, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Buyer is a party or by which Buyer is bound or to which any of the Buyers’ properties or assets is subject, except for such breaches, defaults and accelerations as would not have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated hereby.

SECTION 7. COVENANTS OF THE SELLER .

The Seller covenants as follows:

SECTION 7.1. Conduct of Business Before the Closing Date .

(a) Without the prior written consent of the Buyer, between the date hereof and the Closing Date, the Seller shall not, except as required or expressly permitted pursuant to the terms hereof:

(i) make any material change in the conduct of the Focus Factor Business or enter into any transaction relating to or affecting the Focus Factor Business in an amount greater than $10,000 or having a term or duration of more than one year;

(ii) make any sale, assignment, transfer, abandonment or other conveyance of the Purchased Property or any part thereof;

(iii) subject any of the Purchased Property, or any part thereof, to any Lien or suffer such to exist;

(iv) fail to keep in full force and effect insurance comparable in amount and scope of coverage maintained in respect of the Focus Factor Business;

(v) take any other action that would cause any of the representations and warranties made by them in the Transaction Documents not to remain true and correct in all material respects (except as to representations and warranties which are qualified as to materiality, which representations and warranties must remain true and correct in all respects);

(vi) make, enter into, modify, amend in any material respect, renew, extend or terminate any Assigned Contract; or

(vii) agree or commit to do any of the foregoing.

(b) From and after the date hereof and until the Closing Date, the Seller shall:

(i) continue to maintain, in all material respects, the Purchased Property in accordance with prudent practice in a condition suitable for its continued future use that is consistent with its current use;

(ii) continue to manufacture and sell the Product in the ordinary course of business consistent with existing practice;

(iii) keep the Files and Records in the ordinary course of business and in accordance with existing practice; and

(iv) use Commercially Reasonable Efforts to maintain existing business relationships with customers, suppliers and contractors with respect to the Focus Factor Business in accordance with existing practice.

SECTION 7.2. Consents and Approvals . The Seller shall, at its cost and expense, use Commercially Reasonable Efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, and of all other Persons required to be obtained in connection with the execution, delivery and performance by it of the Transaction Documents, which shall include the use by Seller of Commercially Reasonable Efforts to obtain all consents and approvals necessary to assign to Buyer all rights under any Contracts that are included in the Purchased Property. Access to Properties and Records . Subject to the terms of the Confidentiality Agreement, between Seller and the Buyer, the Seller shall afford to the Buyer, and to the accountants, counsel and representatives of the Buyer, access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 12 hereof) to all properties, books, Contracts, commitments, Employees, vendors and records of the Seller relating to the Focus Factor Business, the Purchased Property, and the Assumed Liabilities.

SECTION 7.3. Negotiations . From and after the date hereof until the Closing Date or termination of the Agreement pursuant to Section 12 hereof, none of the Seller, any Affiliate, nor any of their respective officers or directors nor any agent nor anyone else acting on behalf of the Seller or such persons shall, directly or indirectly, encourage, facilitate, solicit, engage in negotiations with, respond to inquiries or provide any information to, any Person, firm, or other entity or group (other than the Buyer or its representatives) concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving the Focus Factor Business or any other transaction inconsistent with the transactions contemplated hereby. The Seller shall promptly communicate to the Buyer any inquiries or communications concerning any such transaction which it may receive or of which it may become aware.

SECTION 7.4. Assignment of Contracts and Warranties . At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4 . Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assigned, including enforcement for the benefit of the Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).

SECTION 7.5. Post-Closing Matters . The Principal Owners shall cause Seller to preserve and maintain its organizational existence and remain in good standing for a period of at least twenty-four (24) months after the date hereof. As soon as practicable after the Closing Date but in any event no later than 30 days after the Closing, Seller shall take all action necessary to remove all Product and Seller names and logos and color schemes and any other Intellectual Property or IP Assets from their respective signage at all locations, letterhead, stationary, advertising, websites and other marketing materials and other content available for viewing by the public, and will change its name with the Delaware Secretary of State and all other jurisdictions in which Seller has made registrations to transact business, any other, any other registrations and/or name filings (including the amendment or withdrawal of any registrations and/or assumed name filings with the State of Delaware or any cities and counties within the State of Delaware and all applicable jurisdictions) such that Seller’s name does not include the words “Factor” or “Focus”, any derivative thereof, or any name which sounds or looks similar thereto, or any trademarks or trade names used in the Focus Factor Business, and Seller shall otherwise cease to use such names for all purposes, other than as necessary for the winding up of its business affairs. Seller herby covenants and agrees that it shall, no later than fifteen (15) days following the Closing Date, provide documentation to Buyer, in the form and substance satisfactory to Buyer, evidencing the filing of such amendments or withdrawals with such jurisdictions. Seller also agrees to execute any documentation necessary to give Buyer the right to collect payments related to the Purchased Property (including accounts receivable) in Seller’s name following Closing.

SECTION 7.6. Post-Closing Operation of Business . Following the Closing, Seller and each of the Principal Owners shall fully cooperate with Buyer to transfer the Focus Factor Business to Buyer in such a manner as to preserve the value thereof.

SECTION 7.7. Post-Closing Audit . Following the Closing, Seller and the Principal Owners shall reasonably cooperate in Buyer’s preparation and audit of GAAP financial statements for all periods in which Seller’s financial statements were not prepared in accordance with GAAP and audited, so that GAAP financial statements can be prepared no later than sixty (60) days following the Closing.

SECTION 7.8. Noncompetition . Nonsolicitation and Non disparagement.

(a) Noncompetition . Seller and the Principal Owners acknowledge that (i) Buyer would not have entered into this Agreement but for the agreements and covenants contained in this Section 7.8 ; and (ii) the agreements and covenants contained in this Section 7.8 are essential to protect the business and goodwill of the Focus Factor Business and are reasonable and appropriate in scope; (iii) the Focus Factor Business is national in scope; and (iv) the business of Buyer is worldwide in scope. To induce Buyer to enter into this Agreement, each of Seller and the Principal Owners (other than Thor Associates, Inc.) covenants and agrees that during the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), Seller, the Principal Owners and their respective Affiliates shall not, directly or indirectly, (A) engage in any business or activity that competes with the Focus Factor Business; (B) render any services to any Person for use in competing with Buyer in connection with the Focus Factor Business; (C) have an interest in any Person engaged in any business that competes with Buyer in connection with the Focus Factor Business, directly or indirectly, in any capacity, including, without limitation, as a shareholder, officer, director, principal, agent, trustee or consultant or any other relationship or capacity; provided, however . Seller or any of the Principal Owners may own, directly or indirectly, solely as an investment, securities of any Person which are publicly traded if Seller or such Principal Owner, as the case may be (I) is not a controlling Person of, or a member of a group which controls, such Person and (II) does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person; or (D) interfere with business relationships (whether formed heretofore or hereafter) between Buyer or any of its Affiliates and customers, suppliers or prospects of the Focus Factor Business.

(b) Employees of the Business . During the Restricted Period, Seller, the Principal Owners (other than Thor Associates, Inc.) and their respective Affiliates shall not, directly or indirectly, (i) solicit or encourage any Employee or consultant performing services in connection with the Focus Factor Business to leave the employment or retention of Buyer or any of its Affiliates, or (ii) hire any such Employee or consultant who was performing services in connection with the Focus Factor Business and who has left the employment or retention of Buyer or any of its Affiliates within one (1) year of the termination of such Employee’s employment or consultant’s retention with Buyer or any of its Affiliates.

(c) Customers of the Business . During the Restricted Period, Seller, its employees, officers, directors, the Principal Owners (other than Thor Associates, Inc.), and their respective Affiliates shall not, directly or indirectly, (i) persuade or attempt to persuade any customer, prospective customer, client, prospective client, supplier or vendor of Buyer or any of its Affiliates not to hire or do business with Buyer or any of its Affiliates or any successor thereto; (ii) solicit for himself or any Person other than Buyer or any of its Affiliates, the business of any Person who is a customer, client, supplier or vendor of Buyer or any of its Affiliates, or was its customer or supplier within two (2) years prior to the time of such solicitation to the extent that such business is similar to the business conducted by such customer or supplier with Buyer.

(d) Confidential Information . From and after the Closing, Seller, its stockholders, employees, officers, directors, the Principal Owners and their respective Affiliates shall keep secret and retain in strictest confidence, and shall not use for the benefit of itself or others, all confidential matters relating to the Focus Factor Business or Buyer and its Affiliates, including, but not limited to, “know how”, trade secrets, customer lists, supplier lists, details of consultant and employment Contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, technical processes, designs and design projects, processes, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs (“Confidential Information”), and shall not disclose them to anyone outside of Buyer and its Affiliates; provided, however , this covenant shall not apply to any information which is or becomes generally available to the public other than as a result of disclosure by the Seller, the Principal Owners or their respective Affiliates. Seller, the Principal Owners and their respective Affiliates may disclose Confidential Information if required to do so in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process; provided , that Seller (A) provides Buyer with prompt notice of such required disclosure so that Buyer may attempt to obtain a protective order, (B) cooperates with Buyer, at Buyer’s expense, in obtaining such protective order, and (C) only discloses that Confidential Information which it is absolutely required to disclose as advised by counsel. This subsection (d) shall not affect or amend the Confidentiality Agreement.

(e) Non disparagement . After the Closing Date, Seller and the Principal Owners will not disparage Buyer, any of Buyer’s Affiliates or any of such parties’ shareholders, directors, officers, employees or agents.

(f) Tolling of Covenant Periods . The Restricted Period provided in this Section 7.8 shall not include and shall be extended beyond, any time during which a party is failing to comply with any provision of this Section 7.8 with respect to such party.

(g) Blue Penciling . If any term or other provision of this Section 7.8 is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Section 7.8 shall nevertheless remain in full force and effect. Upon determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to, or the arbitrator making such a determination shall, modify this Section 7.8 so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 7.9. Employees .

(a) Buyer agrees to offer employment as of the Closing Date, on an “at will” basis to substantially all the Employees of Seller including all management Employees, and if any such Employee accepts Buyer’s offer of employment, he or she shall become an employee of Buyer after the Closing Date (such Employees are referred to hereinafter as the “Transferred Employees”). Transferred Employees shall be credited for past service toward Buyer’s then- current benefits offered by Buyer for purposes of determining eligibility (but not benefit accrual).

(b) Seller shall make all salary, commission, bonus, incentive, vacation pay or other benefit accrual payments, in each case that relate to periods prior to and through the Closing, to Employees as they become due. Buyer shall not be required to provide continuations of any of Seller’s salary arrangements, bonus or incentive pay or other plans, commission arrangements or commission agreements or wage or salary or compensation incentives after the Closing Date.

(c) Seller and Buyer shall cooperate to take whatever reasonable steps are necessary to effect the distribution and direct rollover to Buyer’s qualified retirement plan that includes a cash or deferred arrangement under Section 401(k) of the Code (“Buyer’s 401(k) Plan”) of the account balance of each Transferred Employee, if eligible in the Seller Benefit Plan that is a qualified retirement plan that includes a cash or deferred arrangement under Section 401(k) of the Code (“Seller’s 401(k) Plan”) as soon as administratively practicable following the Closing Date and after such Transferred Employee elects such a distribution and direct rollover, in accordance with and to the extent permitted by the terms of Seller’s 401(k) Plan, Buyer’s 401(k) Plan and applicable Law.

(d) The parties acknowledge and agree that it is their intention that all existing Contracts of non-competition between Seller and any Employee or any Contractor providing services to Seller in respect of the Business as of immediately prior to the Closing Date shall be transferred to or assumed by Buyer as a result of the transactions described herein and that such Contracts shall constitute Purchased Contracts hereunder. If any such Contract may not be so assigned. Seller agrees that it will cooperate with Buyer to enforce such Contracts as Buyer may reasonably request.

(e) Buyer and Seller (and their Affiliates) hereby agree to follow the “Alternate Procedure,” as such procedure is described in Section 5 of Rev. Proc. 2004-53, 2004- 34 I.R.B. 320 (Aug. 18, 2004), for preparing and filing Forms W-2, and 941, and transferring of Forms W-4 and W-5, with respect to Transferred Employees.

(f) This Section 7.9 shall operate exclusively for the benefit of the parties to this Agreement and not for the benefit of any other Person, including the Transferred Employees or any other Employee, Contractor, former Employee or other Person who performs or performed services to the Company.

SECTION 7.10. Claims Assistance .

(a) Seller and the Principal Owners provide such assistance, support and information as reasonably required by Buyer from time to time to assist in (i) the defense of claims made by third parties against Buyer in respect of Assumed Liabilities, and (ii) any claim by Buyer or Seller against third parties in respect of Assumed Liabilities.

(b) Seller and the Principal Owners shall provide such assistance, support and information as reasonably required by Buyer from time to time to assist Buyer to obtain any Permits that are necessary or useful to carry on the Business to the extent that such Permits are not assignable from Seller to Buyer.

SECTION 7.11. Post-Closing Receipts . If at any time following the Closing Date, Seller or any Principal Owner receives, or comes into possession of, any of the Purchased Property or any receipts, proceeds, checks, securities or other property of any kind comprising, arising out of or derived from the Purchased Property, then Seller or such Principal Owner shall immediately deliver it to the Seller with such endorsements, transfers or assignments as may be necessary or useful to ensure that the Seller receives the immediate and full benefit thereof.

SECTION 8. COVENANTS OF THE BUYER .

SECTION 8.1. Consents and Approvals . The Buyer (i) shall, at its cost and expense, use all Commercially Reasonable Efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, and all other Persons required to be obtained by the Buyer in connection with the execution, delivery and performance by it of the Transaction Documents, and (ii) shall diligently assist and cooperate with the Seller in preparing and filing all documents required to be submitted by the Seller to any governmental or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained by the Seller in connection with such transactions (which assistance and cooperation shall include, without limitation, timely furnishing to the Seller all information concerning the Buyer that counsel to the Seller determines is required to be included in such documents or would be helpful in obtaining any such required consent, waiver, authorization or approval).

SECTION 8.2. Post-Closing Efforts . On and after the Closing Date and until payment in full of the Additional Payment, the Buyer shall use its Commercially Reasonable Efforts to maintain the Focus Factor Business and operations consistent with current levels, including without limitation acting in good faith to maintain current levels of distribution by Costco of the Product.

SECTION 9. CONDITIONS TO OBLIGATIONS OF THE SELLERS . The obligations of the Seller to effect the Closing and to consummate the transactions contemplated by the Transaction Documents are subject to the fulfillment, at or before the Closing Date, of each of the following conditions, any one or more of which may be waived by the Seller in its sole discretion:

SECTION 9.1. Representations and Warranties of the Buyer . All representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects (except as to representations and warranties which are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and on and as of the Closing Date as if again made by the Buyer on and as of such date.

SECTION 9.2. Performance of the Obligations of the Buyer . The Buyer shall have performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing Date.

SECTION 9.3. Financing . Buyer has delivered to Seller evidence of financing to Buyer in an aggregate amount sufficient to consummate the transactions contemplated by this Agreement.

SECTION 9.4. Distribution of Cash . Immediately prior to Closing, Seller shall have distributed all cash in its accounts to its members.

SECTION 9.5. Due Diligence . Prior to Closing, Buyer shall have provided evidence to Seller by which Seller can reasonably conclude after due diligence that the assets securing Buyer’s obligations hereunder will cover such obligations.

SECTION 9.6. Buyer Closing Deliverables .

At the Closing, Buyer will:

(a) Execute and deliver a duly executed counterpart of the bill of sale in the form attached hereto as Exhibit A (the “Bill of Sale”);

(b) Deliver to the Seller the Closing Payment in immediately available funds;

(c) Deliver a certificate executed by the authorized person of the Buyer certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors of the Buyer authorizing this Agreement and the transactions contemplated hereby;

(d) Deliver to Seller a certificate of the Secretary of the State of Nevada, dated reasonably close to the Closing Date, as to the legal existence and good standing of the Buyer in Nevada;

(e) Deliver to Seller an executed promissory note constituting the Additional Payment; and

(f) Execute and deliver the Pledge Agreement.

SECTION 9.7. Board . The board of directors of Buyer shall have approved the transactions contemplated hereby.

SECTION 10. CONDITIONS TO OBLIGATIONS OF THE BUYER . The obligations of the Buyer to consummate the transactions contemplated by the Transaction Documents are subject to the fulfillment, at or before the Closing Date, of each of the following conditions, any one or more of which may be waived by the Buyer in its sole discretion:

SECTION 10.1. Representations and Warranties of the Seller . All representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects (except as to representations and warranties which are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date of this Agreement and on and as of the Closing Date as if again made by the Seller on and as of such date.

SECTION 10.2. Performance of the Obligations of the Seller . The Seller has performed in all material respects all agreement, covenants, and obligations required under this Agreement to be performed by it on or before the Closing Date.

SECTION 10.3. Liability for Outstanding Sums . Buyer shall have no liability with respect to outstanding sums owed to Seller’s existing officers and Employees, including, without limitation, with respect to any previous loans made by such officers or Employees.

SECTION 10.4. Seller Closing Documents . The Seller shall have delivered to the Buyer the following documents:

(a) the Files and Records forming a part of the Purchased Property;

(b) a duly executed Bill of Sale;

(d) all consents that are required to transfer the Assigned Contracts and the other items of Purchased Property;

(e) a certificate executed by the appropriate officers of the Seller, certifying the satisfaction by the Seller of the conditions specified in Sections 10.1, 10.2, and 10.7;

(f) a certificate executed by the authorized person of the Seller certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and members of the Seller authorizing this Agreement and the transactions contemplated hereby;

(g) evidence of satisfaction and termination of all liens applicable to the Purchased Property (other than permitted liens, as may be mutually agreed upon by the Parties);

(h) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to the Buyer shall reasonably request in order to convey unencumbered title to the Purchased Property to Buyer;

(i) (i) a certificate of the Secretary of the State of Delaware and Maine, dated reasonably close to the Closing Date, as to the legal existence and good standing of the Seller in Delaware and Maine; and

(k) appropriate assignments of the Intellectual Property included in the Purchased Property, in a form acceptable to Buyer.

SECTION 10.5. Filing of Required Notices . Seller shall have filed any and all applicable “bulk sale” and related notices with the appropriate authorities, and paid any and all sales taxes assessed in connection therewith.

SECTION 10.6. Amounts Due to Creditors . Seller shall pay at Closing out of the Closing Payment any and all amounts due and owing to creditors, other than those amounts expressly assumed by Buyer.

SECTION 10.7. Board and Stockholder Approval . The board of directors and the stockholders of Seller shall have approved the transactions contemplated hereby.

SECTION 10.8. No Proceeding or Litigation . No Action, suit or proceeding brought by or on behalf of any Person or Governmental entity challenging the legality of, or seeking to restrain, prohibit, materially modify or rescind the transactions contemplated by this agreement shall have been instituted and not settled or otherwise terminated.

SECTION 11. INDEMNIFICATION .

SECTION 11.1. Indemnification by the Seller . The Seller and each of the Principal Owners, jointly and severally, up to their respective Actual Proceeds, shall indemnify and save and hold the Buyer, any Affiliate of the Buyer and their respective directors, officers, managers, employees, successors, and assigns (the “Buyer Indemnitees”), harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred by the Buyer Indemnitees in any Action or proceeding between the Seller and the Buyer Indemnitees or between the Buyer Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Buyer Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to any and/or all of the Seller’s Events of Breach. As used herein, “Seller’s Events of Breach” shall be and mean any one or more of the following:

(a) any breach of any representation or warranty made by Seller or the Principal Owners in this Agreement or the other Transaction Documents;

(b) any liabilities arising out of the ownership or operation of the Purchased Property prior to the Closing Date other than the Assumed Liabilities;

(c) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller or the Principal Owners (or any person acting on their behalf) in connection with any of the transactions contemplated by this Agreement;

(d) any Seller Benefit Plan in existence prior to the Closing Date, whether such Liability arises before, on or after the Closing Date, including, without limitation, unfunded Liabilities, Liability with respect to the termination of any such plan, any retiree from employment with Seller, any unfunded Liability under any such plan, or any accrued but unpaid claim under such Seller Benefit Plan;

(e) any Liability relating to compliance with any Environmental Law arising out of or relating to operation of the Business prior to the Closing Date or Seller’s leasing, ownership or operation of real property

(f) the employment (including the initial hiring and all terms, conditions, and events relating to the ongoing employment prior to the Closing Date) or termination of employment (including constructive termination) by Seller of any individual (including without limitation any current or former employee of the Seller), including any compensation due to the employees or contractors relating to periods ending on or prior to the Closing Date, including, without limitation, severance, salary, commission, bonus, incentives, vacation pay or other benefit accruals or any termination liability

(g) all Liabilities and commitments with respect to eligible persons and their eligible dependants, in respect of health insurance under COBRA;

(h) any Liability relating to common law or statutory dissenter’s rights, appraisal rights, or any similar rights of the shareholders of Seller;

(i) any breach of any covenant or other agreement made by Seller or the Principal Owners in this Agreement or the other Transaction Documents, or any failure of the Seller or the Principal Owners to duly perform or observe any term, provision, covenant, agreement contained in this Agreement or the other Transaction Documents on the part of the Seller or the Principal Owners to be performed or observed; and

(j) any claim or cause of Action by any Party against any Buyer Indemnitee, with respect to any liabilities of the Seller and Affiliates of the Seller other than the Assumed Liabilities;

provided, however , that neither Seller nor the Principal Owners shall be liable to make any payment in respect of a claim for indemnification in respect of any Seller’s Events of Breach until the aggregate of such Buyer Losses shall exceed $50,000 (“Threshold”), but once such Buyer Losses shall exceed such $50,000 Threshold (“Basket”), the Buyer Indemnitees shall have the right to indemnification hereunder, and the Seller and/or its members shall be required to make payment to the Buyer Indemnitees in respect of such claims, to the full extent of such Buyer Losses without reference to or deduction for the $50,000 Threshold up to an aggregate liability cap equal to the Purchase Price (“Cap”), provided, however , that the Basket and Cap shall not apply (and Seller and the Principal Owners shall be fully liable) in the case of any claims based on (i) a breach of any Fundamental Representations, (ii) fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”), or (iii) indemnification under Section 11.1(b), 11. l(i), or 11.10, provided, further , that the liability of each Principal Owner under (i) through (iii) shall not exceed such Principal Owner’s pro rata share of such liability (“pro rata share” shall mean the Principal Owner’s percentage ownership of Seller).

All representations, warranties, covenants and obligations of Seller and the Principal Owners herein, and all other agreements or instruments contemplated hereby to which Buyer, Seller or any Principal Owner is a party, shall survive the Closing Date for eighteen (18) months, except that: (i) all covenants and agreements which by their terms contemplate performance after the Closing Date shall survive the Closing indefinitely, unless specified otherwise by their terms; and (ii) for breaches of any Fundamental Representations or Bad Conduct, the survival period shall be indefinite. Any claim for indemnification made in accordance with this Section 11, prior to the expiration of the applicable indemnification period set forth in this paragraph shall survive until such matter is resolved.

Following the Closing, the indemnification afforded by this Section 11 shall be the sole and exclusive remedy of the Buyer Indemnitees in respect of claims for Seller’s Events of Breach.

SECTION 11.2. Procedures for Indemnification by the Seller .

(a) Notice of Claims . If a Seller’s Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller has become obligated to such Buyer Indemnitee pursuant to Section 11.1 hereof (“Direct Claim”), or if any suit, Action, investigation, claim or proceeding (a “Third Party Proceeding”) is threatened, begun, made or instituted by a third party as a result of which the Seller may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice thereof to the Seller (the “Buyer’s Claims Notice”). The Buyer’s failure or delay in providing a Buyer’s Claims Notice shall not relieve Seller of its obligations under this Section 11 except to the extent that the Seller is materially prejudiced as a result thereof.

(b) Response to Direct Claims . The Seller shall have thirty (30) calendar days after receipt of the Buyer’s Claim Notice for a Direct Claim to reject or accept the claim as an indemnifiable claim for Buyer Losses under this Section 11. If, within thirty (30) calendar days after receipt by the Seller of such a Buyer’s Claim Notice, Seller delivers notice to the Buyer Indemnitee containing a written objection to the claim (or a portion thereof) by the Buyer Indemnitee, stating the nature of and grounds for such objection in reasonable detail, then such claim (or portion thereof) shall be deemed to be a “Disputed Claim” and such claim shall be resolved in accordance with Section 11.2(c) hereof. If, within thirty (30) calendar days after actual receipt by the Seller’s of the Buyer’s Claim Notice for a Direct Claim, the Seller delivers notice to the Buyer Indemnitee containing a written acceptance of the claim, (or a portion thereof) then such claim (or portion thereof) shall be deemed an indemnifiable claim under this Section 11 (the “Indemnifiable Claim”), and the Seller will be conclusively deemed to have consented to recovery by the Buyer Indemnitee of the full amount of Buyer Losses in connection with the claim.

(c) Dispute Resolution . Any disputes arising under this Section 11 shall be resolved as follows: (i) first, the Parties shall attempt in good faith for 30 days to resolve the dispute, and (ii) if the dispute remains unresolved after such 30 day period, the Parties agree that any Party may file suit in any court or other adjudicative body having jurisdiction in order to resolve the dispute.

(d) Third Party Proceeding .

(i) Seller shall have twenty (20) days from receipt of a Buyer’s Claim Notice for a Third Party Proceeding to provide the Buyer Indemnitee with notice that it wishes to assume the defense in the Third Party Proceeding and acknowledges liability for such damages, in which event the Buyer Indemnitee shall have the right to participate in the defense at its own expense; provided, however , that the Buyer Indemnitee is hereby authorized prior to and during such time to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests and that is not prejudicial to Seller. If Seller fails to give the Buyer Indemnitee timely notice as provided herein, the Buyer Indemnitee shall have the right to defend against such Third Party Proceeding.

(ii) If Seller assumes the defense in a Third Party Proceeding, the Indemnifying Party shall not agree to any settlement, compromise or discharge of a Third-Party Claim that involves any consideration other than the payment of money without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of a Third-Party Claim, the Indemnified Party shall be entitled to undertake any settlement, compromise or discharge of such Third-Party Claim without the Indemnifying Party’s prior consent.

(iii) Notwithstanding anything herein to the contrary. Seller and the Principal Owners shall not be entitled to assume control of the defense in a Third Party Proceeding, and shall pay the reasonably documented fees and expenses of legal counsel retained by the Buyer Indemnitee, if a court of competent jurisdiction rules that Seller or the Principal Owners have failed or are failing to prosecute or defend such claim.

(iv) Notwithstanding the provisions of Section 13.2, Seller hereby consents to the nonexclusive jurisdiction of any court in which an Action or claim in respect of a Third Party Proceeding is brought against any Buyer Indemnitee for purposes of any claim that a Buyer Indemnitee may have under this Agreement with respect to such Action or claim or the matters alleged therein and agrees that process may be served on Seller with respect to such a claim anywhere in the world.

SECTION 11.3. Indemnification Binds Successors and Assigns . All of the indemnification rights of the Buyer and obligations of the Seller arising pursuant to this Section 11 shall survive any sale, assignment or other transfer by the Buyer or any Seller of all or part of their respective title to or interest in all or part of the Transaction Documents or the Purchased Property and shall apply to and bind each and every successor and assign of the Buyer and each Seller.

SECTION 11.4. Dispute Resolution Costs . Each Party shall bear all its own costs of any court Action or other dispute resolution proceeding hereunder, including without limitation, the fees and expenses of its own legal counsel and other filing fees and expenses of such Party for such proceeding.

SECTION 12. TERMINATION .

SECTION 12.1. Conditions of Termination . Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing:

(a) By mutual consent of the Seller and the Buyer,

(b) By either the Seller or the Buyer if the other Party shall have breached this Agreement in any material respect and such breach continues for a period of ten (10) days after the receipt of written notice of the breach from the non-breaching Party, or

(c) By either the Seller or Buyer if the Closing has not occurred on or before 5:00 p.m. eastern time on January 23, 2015 (regardless of the pendency of any cure period provided for in Section 12.1(b).

SECTION 12.2. Effect of Termination . If this Agreement is terminated in accordance with Section 12.1 hereof, this Agreement shall become null and void and have no effect, with no liability on the part of the Seller or the Buyer, or their Affiliates and their respective directors, managers, officers, agents, members or shareholders, except for the obligations set forth in this Section 12.2, Section 7.9(d), Section 13, and the Confidentiality Agreement both of which shall survive any termination; and provided, however , that notwithstanding the foregoing, nothing herein and no termination hereof shall relieve any Party from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement which arise prior to termination.

SECTION 13. MISCELLANEOUS .

SECTION 13.1. Successors and Assigns . Any Party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Parties hereto; provided that this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Parties hereto.

SECTION 13.2. Governing Law: Jurisdiction . This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. The Parties hereto irrevocably consent to the jurisdiction of, the federal and state courts of the State of Delaware located in Wilmington, Delaware for such purpose.

SECTION 13.3. Expenses . Except as otherwise provided herein, each of the Parties hereto shall pay all its own expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any legal and accounting fees, whether or not the transactions contemplated hereby are consummated. The Seller and the Buyer shall each pay one-half of any applicable state and local sales, transfer, excise, value-added or other similar Taxes, and all recording and filing fees that may be imposed by reason of the sale, transfer, assignment and delivery of the Purchased Property (collectively, the “Transfer Taxes”). Each party agrees to cooperate with such other party in the timely completion, execution and filing of any documentation required by any local, state, federal or other Tax authority in connection with the Transfer Taxes, including any documentation as may be requested to establish an exemption from (or otherwise reduce) or make a report with respect to the Transfer Taxes.

SECTION 13.4. Severability . In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

SECTION 13.5. Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally on the Party to whom notice is to be given, (ii) on the day of transmission if sent via facsimile transmission or email to the facsimile number or email given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission, or (iii) on the day of delivery by Federal Express or similar overnight courier or the Express Mail service maintained by the U.S. Postal Service, to the Party as follows:

If to the Seller or any Principal Owner:

Factor Nutrition Labs, LLC, do Michael O’Connor, Esq. Williams & Connolly, 725 Twelfth Street, N.W., Washington, D.C., 20005.

With a copy to:

Thor Associates, Inc.

Thor Associates, Inc., do Sanford H. Greenberg Greenberg Freeman LLP 110 East 59th Street 22nd Floor

New York, New York 10022

If to the Buyer:

Jack Ross

865 Spring Street

Westbrook, Maine 04092

With a copy to:

Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attention: W. David Mannheim, Esq.

Any Party may change its address for the purpose of this Section by giving the other Party written notice of its new address in the manner set forth above.

SECTION 13.6. Amendments: Waivers . This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Parties hereto, or in the case of a waiver, by the Party waiving compliance. Any waiver by any Party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.

SECTION 13.7. Public Announcements . The Parties will reasonably cooperate concerning the public announcement of the transactions contemplated herein, but no Party hereto shall make any public statement regarding this Agreement or the transactions contemplated herein without Buyer’s prior written approval.

SECTION 13.8. Entire Agreement . This Agreement, the Exhibits and schedules hereto and the Confidentiality Agreement contain the entire understanding between the Parties hereto with respect to the transactions contemplated hereby and thereby and supersede and replace all prior agreements and understandings, oral or written, with regard to such transactions. All schedules and exhibits hereto and any documents and instruments delivered pursuant to any provision hereof are expressly incorporated herein and made a part of this Agreement as fully as though completely set forth herein. This Agreement shall only be binding on the Parties hereto upon execution and delivery of this Agreement by each of the Parties.

SECTION 13.9. Parties in Interest . Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Seller and the Buyer and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third persons to the Seller or the Buyer. No provision of this Agreement shall give any third persons any right as a third party beneficiary of this Agreement or provide any right of subrogation or Action over or against the Seller or the Buyer.

SECTION 13.10. Section and Paragraph Headings . The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

SECTION 13.11. Counterparts . This Agreement may be executed in counterparts and via pdf, each of which shall be deemed an original, but all of which shall constitute the same instrument.

SECTION 13.12. Fulfillment of Obligations . Any obligation of any Party to any other Party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such Party, shall be deemed to have been performed, satisfied, or fulfilled by such Party.

SECTION 13.13. Remedies . Except as expressly provided in this Agreement, any Person having any rights under any provision of this Agreement, including, without limitation, Section 7.9, shall be entitled to enforce such rights specifically (without posting a bond or other security), to require Seller and their respective Affiliates to account for and pay over to Buyer all payments, profits, monies, accruals, increments or other benefits derived by such party by reason of any breach of any provision of this Agreement, to recover damages and to exercise all other rights granted by Laws. Except as expressly provided in this Agreement, all such rights and remedies shall be cumulative and non-exclusive, and may be exercised singularly or concurrently. The Parties acknowledge that any breach of this Agreement may cause substantial irreparable harm to the other Party. Therefore, this Agreement may be enforced in equity by specific performance, temporary restraining order and/or injunction. The rights to such equitable remedies shall be in addition to all other rights or remedies which a Party may have under this Agreement or under applicable law.

SECTION 13.14. FURTHER ACTIONS . In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefore under Section 11).

SECTION 14. GUARANTY

(a) The Guarantor hereby guarantees to the Seller the Additional Payment obligations of the Buyer under Section 3.1(b) of this Agreement and no other obligations (the “ Guaranteed Obligations ”), subject to the terms and conditions of this Section 14. This guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guaranteed Obligations, not only collectability, and is in no way conditioned upon any requirement that the Seller first attempt to collect any of the Guaranteed Obligations from the Buyer or resort to any security or other means of obtaining its payment or performance, except to the extent otherwise set forth in this Section 14. Should the Buyer default in the performance of any of the Guaranteed Obligations, or in the event that the Buyer or the Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or a material portion of its or their property, (ii) admit in writing its or their inability to pay or fail generally to pay its or their debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debts, dissolution or liquidation statute, or an answer admitting the material allegations of a petition filed against it or any of them in a proceeding under any such law, the obligations of the Guarantor hereunder shall become immediately due and payable to the Seller, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Notwithstanding the foregoing or anything to the contrary in this Agreement or any of the Transaction Documents, in the event that Seller desires to collect any of the Guaranteed Obligations from Guarantor, Seller is required to first proceed against the assets of Guarantor that are secured by the Stock Pledge and Security Agreement attached hereto as Exhibit B (the “Pledge Agreement”), and if, and only if, the Guaranteed Obligations are not satisfied by the assets of Guarantor under Pledge Agreement, then Seller can proceed against Guarantor’s other assets.

(b) The Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to the Seller, on demand, all reasonable costs and expenses (including court costs and legal fees and expenses) incurred or expended by the Seller in connection with the enforcement of the Guaranteed Obligations and this guaranty, together with interest on amounts recoverable under this guaranty from the time of such demand until payment thereof at a rate equal to the sum of (i) the base rate as quoted in The Wall Street Journal (Eastern Edition) as of the date of any demand under this guaranty, plus (ii) 5%.

(c) Except as otherwise provided for herein, the Guarantor waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of the Buyer or of the Guarantor, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligation and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Seller to assert any claim or demand or to enforce any right or remedy against the Buyer; (ii) any extensions or renewals of any Guaranteed Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection with any Guaranteed Obligation; (iv) the substitution or release of any entity primarily or secondarily liable for any Guaranteed Obligation; (v) the adequacy of any rights the Seller may have against any collateral or other means of obtaining repayment of the Guaranteed Obligations; (vi) the impairment of any collateral securing the Guaranteed Obligations, including the failure to perfect or preserve any rights the Seller might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission that might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor except as otherwise set forth herein.

(d) If for any reason the Buyer has no legal existence or is under no legal obligation to discharge any of the Guaranteed Obligations, or if any of the Guaranteed Obligations have become irrecoverable from the Buyer by operation of law or for any other reason, this guaranty nevertheless shall be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal obligor on all such Guaranteed Obligations. In the event that acceleration of the time for payment of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Buyer, or for any other reason, all such amounts otherwise due under the terms of any agreement, document or instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligation shall be immediately due and payable by the Guarantor.

(e) Until the payment and performance in full of all Guaranteed Obligations: (i) the Guarantor shall not exercise any rights against the Buyer arising as a result of payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Seller in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; and (ii) the Guarantor will not claim any set-off or counterclaim against the Buyer in respect of any liability of the Guarantor to the Seller. The payment of any amounts due with respect to any indebtedness of the Buyer for money now or hereafter borrowed from Guarantor or now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Guaranteed Obligations. The Guarantor agrees that for so long as any Guaranteed Obligation is due and payable to the Seller, the Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of the Buyer to the Guarantor until such Guaranteed Obligations shall have been paid in full.

This guaranty shall remain in full force and effect until payment in full of any and all Guaranteed Obligations of the Buyer to the Seller, at which time it shall terminate. This guaranty shall continue to be effective or be reinstated, notwithstanding the foregoing, if at any time any payment made or value received with respect to the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, or set aside or is required to be repaid to a trustee, receiver or any other party under any case or proceeding, voluntary or involuntary, for the distribution, division or application of all or part of the assets of the Buyer or the Guarantor or the proceeds thereof, whether such case or proceeding be for the liquidation, dissolution or winding up of the Buyer or the Guarantor or their respective businesses, a receivership, insolvency or bankruptcy case or proceeding, an assignment for the benefit of creditors or a proceeding by or against the Buyer or the Guarantor for relief under the federal Bankruptcy Code or any other bankruptcy, reorganization or insolvency law or any other law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, composition or extension or marshaling of assets or otherwise, all as though such payment had not been made or value received.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BUYER: SYNERGY STRIPS CORP.

By:	/s/ Jack Ross
Name:	Jack Ross
Title:	CEO

SELLER: FACTOR NUTRITION LABS, LLC

By:	/s/ Paul Levinsohn
Name:	Paul Levinsohn
Title:	Principal/CEO

PRINCIPAL OWNERS:

VITA PARTNERS, LLC

By:	/s/Jack Dushey
Name:	Jack Dushey
Title:

RPR PARTNERS, LLC

By:	/s/ Paul Levinsohn
Name:	Paul Levinsohn
Title:	Manager

THOR ASSOCIATES, INC.

By:	/s/ Fern Lee
Name:	Fern Lee
Title:	CEO

GUARANTOR

By:	/s/ Jack Ross
Name:	Jack Ross

Omitted Exhibits and Schedules*

EXHIBITS

Exhibit A – Bill of Sale

Exhibit B – Pledge Agreement

SCHEDULES

Schedule A – Aged Receivables By Customer Code

Schedule B – Excluded Seller Assets

Schedule C – Files and Records

Schedule D – Inventory

Schedule E – Fixed Assets

Schedule F – Tangible Personal Property

Schedule 2.4 – Permitted Liens

Schedule 2.4(i) – Accounts Payable

Schedule 2.4(ii) – Assigned Contracts

Schedule 5.4 – Consents and Approvals

Schedule 5.5 – Financial Statements

Schedule 5.6 – Absence of Certain Changes or Events

Schedule 5.7 – Tax Returns

Schedule 5.8 – Assumed Liabilities

Schedule 5.9 – Licensed Intellectual Property

Schedule 5.9(a) – Domain Names

Schedule 5.10 – Permits

Schedule 5.12 – Assigned Contracts

Schedule 5.13 – Title to Purchased Property

Schedule 5.14 – Brokerage

Schedule 5.16(a) – Employee List

Schedule 5.16(b) – Employees

Schedule 5.16(c) – FLSA

Schedule 5.16(e) – Employment Contracts

Schedule 5.17 – Contractor Matters

Schedule 5.18(a) – Employee Benefit Plans

Schedule 5.18(d) – Section 409A Plans

Schedule 5.20(a) – Leased Real Property

Schedule 5.23 – Clients and Vendors

Schedule 5.26 – Accounts Receivable; Inventories

Schedule 6.3 – Buyer’s Consents and Approvals

* The listed exhibits and schedules have been omitted from this Exhibit 2.3 pursuant to Item 601(b)(2) of Regulation S-K. Synergy Strips Corp. hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC.

EXHIBIT 4.2

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.

COMMON STOCK PURCHASE WARRANT

SYNERGY STRIPS CORP.

Warrant Shares: 4,595,187

Issue Date:

January 22, 2015

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ” ) certifies that, for value received, Knight Therapeutics (Barbados) Inc. (the “ Holder ” ) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in this Warrant, at any time on or after January 21, 2015 (the “ Exercise Date ”) and on or prior to the close of business on January 30, 2015 (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Synergy Strips Corp, a Nevada corporation (the “ Company ”) 4,595,187 fully paid and nonassessable shares (the “ Warrant Shares ”) of the Company’s Common Stock (the “ Common Stock ”), represent six and one-half percent (6.5%) of the Company’s issued and outstanding Common Stock on a Fully Diluted Basis. The purchase price for the Common Stock under this Warrant is equal to the Exercise Price.

Section 1 . Exercise .

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time on or after the Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Prior to the sending of a Notice of Exercise Form, the Holder may request, and the Company shall be obligated to deliver, a certificate signed by a senior officer of the Company setting forth the number of issued and outstanding shares of Common Stock on a Fully Diluted Basis at such time, and any such other evidence as may be reasonably requested by the Holder in order to establish the number of Warrant Shares that the Holder is entitled to purchase hereunder at such time. On the date of exercise, the Holder shall deliver the Exercise Price for the Common Stock and shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the Notice of Exercise is delivered to the Company.

The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice.

(b) Exercise Price . The exercise price for the purchase of all of the shares of Common Stock under this Warrant is $1.00 in the aggregate and not on a per share basis, (the “ Exercise Price ”).

i. Delivery of Warrant Shares Upon Exercise . The Company shall use best efforts to cause the Warrant Shares purchased hereunder to be issued in book-entry format on the records of the transfer agent and registrar of the Company, or, if the Warrant Shares cannot be issued in book-entry format, then by physical delivery of a stock certificate to the address specified by the Holder in the Notice of Exercise, by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the Exercise Price as set forth above (such date, the “ Warrant Share Delivery Date” ). The Warrant Shares will be deemed to have been issued, and the Holder or any other person so designated to be named therein will be deemed to have become a holder of record of such shares for all purposes, as of the date on which the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section l(d)(iv) prior to the issuance of such shares having been paid.

ii. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares may be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall round up to the next whole share.

iii. Charges. Taxes and Expenses . Issuance of Warrant Shares will be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses will be paid by the Company, and such Warrant Shares will be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise must be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

Section 2 . Fundamental Transaction

(a) Fundamental Transaction . The Company may not enter into or be a party to a Fundamental Transaction without providing the Holder with the opportunity to exercise this Warrant in advance of consummating such Fundamental Transaction.

Section 3 . Transfer of Warrant .

(a) Transferability . This Warrant and all rights hereunder are transferable upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant in the name of the assignee specified in such instrument of assignment, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) Transfer to Comply with the Securities Act . This Warrant may not be exercised, and neither this Warrant nor any of the Warrant Shares may be disposed of except in compliance with applicable United States federal and state securities or “blue sky” laws and the terms and conditions hereof. Any new Warrant issued upon transfer of this Warrant will bear a legend in substantially the same form as the legend set forth on the first page of this Warrant, unless the Holder delivers to the Company an opinion of counsel reasonably satisfactory to the Company that such new Warrant need no longer be subject to the restriction contained herein. Each certificate for Warrant Shares issued upon exercise of this Warrant (or subsequently issued in substitution or exchange for such Warrant Shares), unless either (i) at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or (ii) the Warrant Shares are no longer subject to the restriction contained herein, will bear a legend substantially in the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF SUCH SECURITIES 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.

(c) The provisions of this Section 3 are binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

(d) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges will be dated the initial issuance date of this Warrant and will be identical to this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(e) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ” ), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 4 . Definitions . For purposes of this Warrant, the following capitalized terms have the meanings specified in this Section 4 :

(a) “ Business Day ” means a day other than Saturday, Sunday, or any other day on which commercial banks in New York, New York are authorized or required to by law to close.

(b) A “ Fully-Diluted Basis ” means the number of shares of Common Stock outstanding at a given time plus that number of shares of Common Stock that are issuable upon the conversion, exercise or exchange of all securities of the Company that are convertible or exchangeable or excercisable into shares of Common Stock based on the applicable conversion, exchange or exercise rate, including any warrants and any options to purchase shares of Common Stock granted by the Company.

(c) A “ Fundamental Transaction ” occurs if (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group (other than Alan M. Meckler and his affiliates) acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).

(d) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof

(e) “ Successor Entity ” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction has been entered into.

(f) “ Trading Day ” means a day on which the principal Trading Market is open for trading.

(g) “ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

Section 5. Miscellaneous .

(a) No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1, except as expressly set forth in Section 2.

(b) Loss. Theft. Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor, in lieu of such Warrant or stock certificate.

(c) Saturdays. Sundays. Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein is not a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized Shares .

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. If at any time the number of authorized but unissued shares of Common Stock is not sufficient to effect in full the exercise of this Warrant, in addition to such other remedies as are available to the Holder, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued shares of Common Stock to such number of shares as are sufficient for such purposes, including, without limitation, using its best efforts to obtain the requisite shareholder approval necessary to increase the number of authorized shares of Common Stock. The Company further covenants that its issuance of this Warrant constitutes full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company may not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.

(e) Jurisdiction . The validity, interpretation, construction and performance of this Warrant, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto, shall be governed, construed and interpreted in accordance with the laws of the state of New York.

(f) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(g) Notices . Any notice, consent or report required or permitted to be given or made under this Warrant by one Party to the other Party will be in writing, delivered personally or by U.S. first class mail or express courier providing evidence of receipt, postage prepaid (where applicable), or by electronic mail, to the address set forth on the signature page hereto. All such notices will be effective upon receipt.

(h) Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, will give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(i) Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(j) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby will inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and are enforceable by the Holder or any holder of Warrant Shares.

(k) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(l) Severability . Wherever possible, each provision of this Warrant must be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(m) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(Signature Page Follows)

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Warrant to be executed as of the date first above indicated.

	Attn: President

	KNIGHT THERAPEUTICS (BARBADOS) INC.

	By:	/s/ Andrew C. Ferreira
	Name:	Andrew C. Ferreira
	Title:	Director
	Address:	Chancery House, High Street, Bridgetown, St. Michael, BB11128, Barbados, WI

	With a copy to:

	Davies Ward Phillips & Vineberg LLP 900 Third Avenue, 24 ^th Floor New York, NY 10022 Attention: Hillel W. Rosen

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Warrant to be executed as of the date first above indicated.

	SYNERGY STRIPS CORP.

	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	CEO
	Address:

NOTICE OF EXERCISE

TO:	SYNERGY STRIPS CORP.

(1) The undersigned hereby elects to purchase all of the Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of $1.00, representing the aggregate exercise price in full, together with all applicable transfer taxes, if any.

(2) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered as follows:

If an Individual (Print Name):

If an Entity ( Prim Name of Investing Entity ):

SIGNATURE OF HOLDER

*Signature of Authorized Signatory of Investing Entity.*

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, ___________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

		whose address is

		Dated:

	Holder’s Signature:

	Holder’s Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EXHIBIT 4.3

COMMON STOCK PURCHASE WARRANT

(10-YEAR WARRANT)

SYNERGY STRIPS CORP.

Warrant Shares: 3,584,759

Issue Date: January 22, 2015

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ” ) certifies that, for value received, Knight Therapeutics (Barbados) Inc. (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth in this Warrant, at any time on or after the date hereof (the “ Issue Date ” ) and on or prior to the close of business on the tenth anniversary following the Issue Date (the “ Termination Date ” ) but not thereafter, to subscribe for and purchase from Synergy Strips Corp, a Nevada corporation (the “ Company ”), up to 3,584,759 fully paid and nonassessable shares (as subject to adjustment hereunder, the “ Warrant Shares ” ) of the Company’s Common Stock (the “ Common Stock ” ), represent 5% of the Company’s Common Stock on a Fully Diluted Basis. The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 1(b).

Notwithstanding the foregoing, in the event that the Closing Price of the Common Stock should remain at or above $1.00 for six (6) consecutive months (the “Benchmark Period”), the Holder shall forfeit the difference between the number of (i) Warrant Shares acquired under this Warrant prior to the expiry of the ninety (90) days after the Benchmark Period and (ii) 25% of the Warrant Shares purchasable hereunder.

Section 1 . Exercise .

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Except for cashless exercises pursuant to Section 1(c) below, on the date of exercise, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States or Canadian chartered bank. Notwithstanding anything herein to the contrary, the Holder is not required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price . The exercise price per share of the Common Stock under this Warrant is $0.34, subject to adjustment hereunder (the “ Exercise Price ”).

(c) Cashless Exercise . Upon the prior written approval of the Company, which approval may be withheld or conditioned in its sole discretion, this Warrant may be exercised, in whole or in part, by means of a “cashless exercise” in which the Holder will be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

the Closing Price on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B)

the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

(d)

Mechanics of Exercise .

i. Delivery of Warrant Shares Upon Exercise . The Company shall use best efforts to cause the Warrant Shares purchased hereunder to be issued in book-entry format on the records of the transfer agent and registrar of the Company, or, if the Warrant Shares cannot be issued in book-entry format, then by physical delivery of a stock certificate to the address specified by the Holder in the Notice of Exercise, by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “ Warrant Share Delivery Date” ). The Warrant Shares will be deemed to have been issued, and the Holder or any other person so designated to be named therein will be deemed to have become a holder of record of such shares for all purposes, as of the date on which the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section l(d)(iv) prior to the issuance of such shares having been paid.

ii. Delivery of New Warrants Upon Exercise . If this Warrant is exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant will be, in all other respects, identical with this Warrant.

iii. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares may be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

iv. Charges. Taxes and Expenses . Issuance of Warrant Shares will be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses will be paid by the Company, and such Warrant Shares will be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise must be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

Section 2 . Certain Adjustments .

(a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) declares or pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity- equivalent securities payable in shares of Common Stock (which, for avoidance of doubt. does not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price will be multiplied by a fraction, the numerator of which is the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant will be proportionately adjusted such that the aggregate Exercise Price of all shares of Common Stock for which this Warrant is then exercisable remains unchanged. Any adjustment made pursuant to this Section 2(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Fundamental Transaction . The Company may not enter into or be a party to a Fundamental Transaction unless the Successor Entity makes appropriate provision for the continuation of this Warrant by either assumption of this Warrant or by substitution of this Warrant with an equivalent right, in either case pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, such approval not to be unreasonably withheld, conditioned or delayed.

(c) Calculations . No adjustment in the number of Warrant Shares purchasable hereunder is required unless such adjustment would result in an increase or decrease of at least 0.1% of the number of Warrant Shares for which this Warrant is exercisable; provided that any adjustments which by reason of this Section 2(c) are not required to be made will be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or the nearest l/1000th of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding on a Fully Diluted Basis.

(d) Notice to Holder .

i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise bv Holder . If (A) the Company declares or pays a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company declares or pays a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company authorizes the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company is required in connection with any Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it appears upon the Warrant Register of the Company, at least five calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such Fundamental Transaction is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such Fundamental Transaction; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 3 . Transfer of Warrant .

(a) Transferability . This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) Transfer to Comply with the Securities Act . This Warrant may not be exercised, and neither this Warrant nor any of the Warrant Shares may be disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or “blue sky” laws and the terms and conditions hereof. Any new Warrant issued upon transfer of this Warrant will bear a legend in substantially the same form as the legend set forth on the first page of this Warrant, unless the Holder delivers to the Company an opinion of counsel reasonably satisfactory to the Company that such new Warrant need no longer be subject to the restriction contained herein. Each certificate for Warrant Shares issued upon exercise of this Warrant (or subsequently issued in substitution or exchange for such Warrant Shares), unless either (i) at the time of exercise such Warrant Shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or (ii) the Warrant Shares are no longer subject to the restriction contained herein, will bear a legend substantially in the following form:

(c) The provisions of this Section 3 are binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

(d) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges will be dated the Issue Date and will be identical to this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(e) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register” L in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 4 . Definitions . For purposes of this Warrant, the following capitalized terms have the meanings specified in this Section 4 :

(a) “ Business Day ” means a day other than Saturday, Sunday, or any other day on which commercial banks in New York, New York are authorized or required to by law to close.

(b) “ Closing Price ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the closing price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the closing price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by a majority of the independent directors of the Company in their reasonable good faith judgment.

(c) A “Fully-Diluted Basis” means the number of shares of Common Stock outstanding at a given time plus that number of shares of Common Stock that are issuable upon the conversion, exercise or exchange of all securities of the Company that are convertible or exchangeable or exercisable into shares of Common Stock based on the applicable conversion, exchange or exercise rate, including any warrants and any options to purchase shares of Common Stock granted by the Company.

(d) A “ Fundamental Transaction” occurs if (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).

(e) “ Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(f) “ Successor Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction has been entered into.

(g) “ Trading Dav” means a day on which the principal Trading Market is open for trading.

(h) “ Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

Section 5. Miscellaneous .

(d) Authorized Shares .

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations thereof, exemptions therefor, or consents thereto as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(g) Notices . Any notice, consent or report required or permitted to be given or made under this Warrant by one Party to the other Party will be in writing, delivered personally or by U S. first class mail or express courier providing evidence of receipt, postage prepaid (where applicable), or by electronic mail, to the address set forth on the signature page hereto. All such notices will be effective upon receipt.

(k) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(m) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(Signature Page Follows)

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Warrant to be executed as of the date first above indicated.

	KNIGHT THERAPEUTICS (BARBADOS) INC.

	By:	/s/ Andrew C. Ferreira
	Name:	Andrew C. Ferreira
	Title:	Director
	Address:	Chancery House, High Street, Bridgetown, St. Michael, BB11128, Barbados, WI

	With a copy to:

	Davies Ward Phillips & Vineberg LLP
	900 Third Avenue, 24 ^lh Floor New York,
	NY 10022 Attention: Hillel W. Rosen

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Warrant to be executed as of the date first above indicated,

	SYNERGY STRIPS CORP.

	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	CEO
	Address:
		Attn: President

NOTICE OF EXERCISE

TO: SYNERGY STRIPS CORP.

(1) The undersigned hereby elects to purchase________________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(c) of the Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the “cashless exercise” procedure set forth in such subsection 1(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered as follows:

SIGNATURE OF HOLDER

If an Individual (Print Name):__________________________________

If an Entity (Print Name of Investing Entity): ______________________

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:____________________________________________________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, ________________ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

		whose address is

	Dated:

	Holder’s Signature:

	Holder’s Address:

Signature Guaranteed:

EXHIBIT 10.5

LOAN AGREEMENT

Dated as of January 22, 2015

between

KNIGHT THERAPEUTICS (BARBADOS) INC.

as Lender

- and -

SYNERGY STRIPS CORP.

as Borrower

Table of Contents

		Page
ARTICLE 1 - DEFINITIONS		1
1.1	General Definitions	1
1.2	Schedules and Exhibits	15
1.3	Accounting Terms and Definitions	15
1.4	Currency Conversion	15
1.5	Supplements, Re-enactments, Etc	16
1.6	Headings of Subdivisions	16
1.7	Gender and Number	16
1.8	Monetary References	16
1.9	Actions on Days Other Than Business Days	16
ARTICLE 2 - TERMS OF THE LOAN		16
2.1	The Loan	16
2.2	Maturity Date	16
ARTICLE 3 - PAYMENT		17
3.1	Payments on Principal	17
3.2	Optional Prepayments	17
3.3	General Matters	18
ARTICLE 4 - INTEREST. FEES AND CHARGES		18
4.1	Rate of Interest	18
4.2	Payment of Interest	18
4.3	Default Rate of Interest	18
4.4	Computation of Interest and Fees	18
4.5	Maximum Interest	18
4.6	Origination Fee	19
4.7	Work Fee	19
4.8	Lender’s Expenses	19
4.9	Illegality	19
4.10	Increased Costs	19
ARTICLE 5 - TERMINATION AND REDUCTION		20
5.1	Termination	20
5.2	Continuing Obligations	20
ARTICLE 6 - SECURITY AND COLLATERAL		21
6.1	Security Delivered on the Closing Date	21
6.2	Further Assurances	21
6.3	Security Effective Notwithstanding Date of Loan	21
6.4	No Merger	22
6.5	Release of Security	22

Table of Contents (continued)

		Page
ARTICLE 7 - REPRESENTATIONS AND WARRANTIES		22
7.1	Representations and Warranties	22
7.2	Survival of Representations and Warranties	29
ARTICLE 8 - schedules AND REPORTS		29
8.1	Financial Information	29
8.2	Compliance Certificate	30
8.3	Other Matters	30
ARTICLE 9 - COVENANTS		31
9.1	Covenants	31
9.2	Negative Covenants	36
9.3	Entitled to Perform Covenants	39
ARTICLE 10 - CONDITIONS PRECEDENT		39
10.1	Conditions Precedent to Loan	39
ARTICLE 11 - EVENTS OF DEFAULT		41
11.1	Events of Default	41
11.2	Acceleration and Termination of Rights	44
11.3	Remedies Cumulative and Waivers	44
11.4	Saving	45
11.5	Third Parties	45
11.6	Set-Off or Compensation	45
ARTICLE 12 - INDEMNIFICATION, ETC		45
12.1	General Indemnity	45
12.2	Taxes	46
ARTICLE 13 - GENERAL PROVISIONS		47
13.1	Notice	47
13.2	Choice of Governing Law and Construction	48
13.3	Attornment	48
13.4	Press Releases	48
13.5	Modification and Benefit of Agreement	48
13.6	Power of Attorney	49
13.7	Waivers, Confidentiality, Information Sharing	49
13.8	Timing of Payments	50
13.9	Judgment Currency	50
13.1	Severability	50
13.11	Conflicts	50
13.12	Entire Agreement	50
13.13	Counterpart Execution/Electronic Delivery	50
13.14	English Language	50

LOAN AGREEMENT

TUTS LOAN AGREEMENT is made with effect as of the 21 ^st 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”);

RECITALS:

WHEREAS the Borrower desires that the Lender extend the Loan (as defined below) to the Borrower for the purpose of financing the acquisition of FNL, and the Lender has indicated its willingness to lend on the terms and conditions set forth herein;

AND WHEREAS the parties wish to provide for the terms and conditions upon which the Loan shall be made;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 General Definitions.

In this Agreement the following terms shall have the following meanings:

“Acquisition” means, with respect to any Person, any purchase or other acquisition by such Person, regardless of how accomplished or effected (including any such purchase or other acquisition effected by way of amalgamation, merger, arrangement, business combination or other form of corporate reorganization or by way of purchase, lease or other acquisition arrangements), of (i) any other Person (including any purchase or acquisition of such number of the issued and outstanding securities of, or such portion of an Equity Interest in, such other Person so that such other Person becomes a Subsidiary of the purchaser or of any of its Affiliates) or of all or substantially all of the Property of any other Person, or (ii) any division, business, operation or undertaking of any other Person or of all or substantially all of the Property of any division, business, operation or undertaking of any other Person.

“Action Request” means any request from any Governmental Authority under any Environmental Law whereby such body or agency requests that the Person requested takes action or steps or does acts or things in respect of any Property in its charge, management or control to remediate a matter which is not or is alleged not to be in compliance with all Environmental Laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

“Affiliate” means: (i) any Person which, directly or indirectly, controls, is controlled by or is under common control with any other Person; (ii) any Person which beneficially owns or holds, directly or indirectly, fifty percent (50%) or more of any class of voting stock or Equity Interest (including partnership interests) of any other Person; or (iii) any Person, fifty percent (50%) or more of any class of the voting stock (or if such Person is not a corporation, fifty percent (50%) or more of the Equity Interest, including partnership interests) of which is beneficially owned or held, directly or indirectly, by any other Person. For the purposes of this definition, control of any Person (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to elect or appoint a majority of the board of directors of, or persons performing similar functions in respect of, such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” means this agreement and all schedules attached hereto; the expressions “hereof’, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement, as amended, restated or supplemented from time to time, as a whole and not to any particular Article, Section, Schedule, or other portion hereof or thereof.

“Annual Business Plan” means the annual business plan of the Borrower, prepared on a Consolidated basis, with detailed financial projections and budgets on a quarter to quarter basis for the following one (1) Fiscal Year, in each case consisting of a balance sheet, statement of income, retained earnings, statement of cash flows, proposed Capital Expenditures and a list of assumptions upon which such projections are based.

“Applicable Law” means (i) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise); (ii) any judgment, order, writ, injunction, decision, ruling, decree or award; (iii) any regulatory policy, practice, guideline or directive; or (iv) any franchise, licence, qualification, authorization, consent, exemption, waiver, right, permit or other approval of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of such Person, in each case whether or not having the force of law.

“Arm’s Length” has the meaning specified in the definition of “Non-Arm’s Length”.

“Associate” with respect to Lender means an “associate” as defined in the Canada Business Corporations Act.

“Audited Financial Statements” means the audited Consolidated statement of financial position of the Borrower for the Fiscal Year ended December 31, including, without limitation, balance sheet, statement of income and retained earnings and statements of cash flows for such Fiscal Year prepared in accordance with IFRS.

“Auditor” means the Borrower’s auditor and includes its successor which needs be an auditor of recognized national standing from time to time.

“Board” means the Borrower’s board of directors.

“Borrower” means Synergy Strips Corp., a corporation incorporated under the laws of the State of Nevada, and its permitted successors and assigns.

“Business” means the manufacture, distribution and sale of ingestible dietary supplements, including the product known as Synergy Strips.

“Business Day” means a day (other than Saturday or Sunday) on which banks are generally open for business in Montreal, Quebec and New York, New York.

“Capital Expenditures” means, for any period, any expenditure made by any Person for the purchase, lease, acquisition, licence, erection, development, improvement, construction, repair or replacement of capital assets, and any expenditure related to a Capital Lease or any other expenditure required to be capitalized, all as determined in accordance with IFRS.

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with IFRS, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Cash Balance Statement” shall have the meaning ascribed to it in Section 9.1(x)(iii).

“Change of Control” means, with respect to the Borrower, the acquisition by any Person or group of Persons who act together in concert for such purpose of (i) shares or other voting Equity Interests of the Borrower to which are attached more than fifty percent (50%) of the votes that may be cast to elect directors or other Persons charged with the direction of the management of the Borrower and which, if exercised, are sufficient to elect a majority of such directors or other management Persons, or (ii) any other right to appoint a majority of such directors or other management Persons or with respect to any Person who from time to time has previously met the foregoing test the further acquisition by such Person or group of Persons who act together in concert for such purpose of any further units or other voting Equity Interests of the Borrower.

“Closing Date” means January 21, 2015 or such other date on which the Loan is made concurrently with the closing of the FNL Transaction.

“Collateral” means all of the undertaking and Property, present and future, real, immovable, personal and movable, of Borrower, now or hereafter pledged, hypothecated, granted or assigned to the Lender to secure, either directly or indirectly, repayment on account of payment of any of the Obligations.

“Compliance Certificate” means the certificate required pursuant to Section 8.2, substantially in the form annexed as Schedule 8.2 and signed by the President and Chief Financial Officer of the Borrower.

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with IFRS, of the financial condition or operating results of such Person.

“Consolidated Net Income” means, for any period, the Consolidated net income after tax of the Borrower for such period.

“Contingent Obligation” means, as to any Person, any obligation, whether secured or unsecured, of such Person guaranteeing or indemnifying, or in effect guaranteeing or indemnifying, any indebtedness, leases, dividends, letters of credit or other monetary obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person as an account party in respect of a letter of credit or letter of guarantee issued to assure payment by the primary obligor of any such primary obligation and any obligations of such Person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii)to advance or supply funds for the purchase or payment of any such primary obligation or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, Equity Interests or services primarily for the purpose of assuring the obligee under any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the obligee under such primary obligation against loss in respect of such primary obligation; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“Control Agreement” means a control agreement, in form and substance satisfactory to the Lender, executed and delivered by the Borrower, the Lender and the applicable securities intermediary with respect to a Securities Account or a deposit-taking institution with respect to a Deposit Account.

“Controlled Group” means, in respect of Borrower operating in the United States, all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Borrower or any of its Subsidiaries, are treated as a single employer under Section 414(b) or (c) of the Revenue Code.

“Debt” means, with respect to any Person, without duplication, the aggregate of the following amounts, at the date of determination: (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person for the deferred purchase price of Property or services which constitute indebtedness; (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (iv) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (whether or not the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (v) all obligations of such Person as lessee under leases that have been or should be, in accordance with IFRS, recorded as Capital Leases; (vi) all reimbursement obligations, contingent or otherwise, of such Person under acceptance, letter of credit and similar facilities; (vii) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any partnership or shareholder or other equity interests of such Person (for greater certainty, not including obligations with respect to unexercised options and rights of first refusal and where conditions precedent to the purchase, redemption, retirement, defeasance or other acquisition of such obligations have not occurred); (viii) all Contingent Obligations of such Person in respect of Debt of another Person; and (ix) any other obligation arising under arrangements or agreements that, in substance, provide financing to such Person.

“Deemed Interest Rate” means the interest rate applicable to the Loan as set out in Section 4.1 or 4.3, as the case may be, from time to time.

“Default” means any event or condition which, with the giving of notice, the lapse of time or both, would constitute an Event of Default.

“Deposit Account” means any “deposit account” as such term is defined in the UCC.

“Depreciation Expense” means, for any period with respect to any Person, depreciation, amortization, depletion and other like reductions to income of such Person for such period not involving any outlay of cash, determined, without duplication and determined on a consolidated basis, in accordance with IFRS.

“Disposition” means any sale, assignment, transfer, conveyance, lease or other disposition of any asset of Borrower in a single transaction or a series of related transactions and the word “Dispose” shall have a correlative meaning.

“Distribution” means, with respect to any Person, any payment, directly or indirectly, by such Person: (i) of any dividends on any shares of its capital, other than dividends payable in shares; (ii) on account of, or for the purpose of setting apart any property for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition of any Equity Interests; (iii) of any other distribution in respect of any Equity Interests; or (iv) of any management, consulting or similar fee or compensation or any bonus payment or comparable payment, or by way of gift or other gratuity, to any Affiliate of such Person or to any director, officer or member of the management of such Person or an Affiliate of such Person or to any Person not dealing at Arm’s Length with such first Person (for greater certainty, compensation (including bonuses) paid by Borrower in the course of its business to directors, officers and members of management of Borrower shall not constitute Distributions hereunder).

“EBITDA” means, for any period, Consolidated Net Income for the Borrower earned during such period, plus, to the extent deducted in calculating Consolidated Net Income (without duplication):

	(i)	Interest Expense for such period;

	(ii)	Income Tax Expense for such period; and

	(iii)	Depreciation Expense for such period;

decreased by the sum (without duplication) of:

	(iv)	extraordinary, unusual or non-recurring items for such period; and

	(v)	dividend and interest income earned or received for such period.

“Environmental Laws” means all Applicable Laws relating to Materials of Environmental Concern, pollution or protection of health, safety or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacturing, processing, distribution, use, treatment, storage, disposal or transport of Materials of Environmental Concern.

“Equipment” means all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal or movable Property (other than Inventory) of every kind and description used in a Person’s operations or owned by such Person or in which such Person has an interest, whether now owned or hereafter acquired by such Person and wherever located, and all parts, accessories and tools and all increases and accessories thereto and substitutions and replacements therefor.

“Equity Financing” means the completion of an offering or offerings of the Borrower’s equity securities or securities convertible into equity securities of at least $1,000,000 in the aggregate.

“Equity Interests” means (i) in the case of any corporation or company, all shares or capital stock and any securities exchangeable for or convertible into shares or capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participation rights or other equivalents of corporate stock (however designated) in or to such association or entity, (iii) in the case of a partnership, limited liability company or unlimited liability company, partnership or membership interests (whether general or limited), as applicable, and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

“Equivalent” means with respect to any two currencies, the amount obtained in one currency when an amount in the other currency is translated into the first currency in accordance with Section 1.4 hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974 of the United States, together with the regulations thereunder as the same may be amended from time to time.

“ERISA Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Revenue Code (other than a multiemployer plan) that either (i) is maintained by Borrower (including after giving effect to the FNL Transaction), or (ii) with respect to which Borrower has or may have liability (including after giving effect to the FNL Transaction).

“Event of Default” shall have the meaning ascribed to it in Article 11 hereof.

“Financial Statements” means the statements of financial position of the Borrower, including without limitation, the balance sheet, statement of income and retained earnings and statement of cash flows of the Borrower, the Cash Balance Statement, all prepared in accordance with IFRS and consistent with the approach used by the Borrower in its Audited Financial Statements.

“Fiscal Quarter” means any of the quarterly accounting periods of the Borrower ending on March 31, June 30, September 30, and December 31 of each year.

“Fiscal Year” means any period of twelve consecutive months ending on December 31 of any calendar year.

”FNL” means Factor Nutrition Labs, LLC, a Delaware limited liability company and its permitted successors and assigns.

“FNL Asset Acquisition” means the acquisition by Borrower of the FOCUSFactor assets of FNL pursuant to the FNL Asset Purchase Agreement.

“FNL Asset Purchase Agreement” means that certain Agreement for Purchase and Sale of Assets dated as of January , 2015, by and among FNL and Borrower.

“FNL Business” means the business of manufacturing, distribution and sale of FOCUSFactor, an ingestible dietary supplement.

“FNL Transaction” means the transactions contemplated by the FNL Asset Purchase Agreement.

“Governmental Authority” means the government of Canada, the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including any supranational bodies such as the European Union or the European Central Bank and including a Minister of the Crown, Superintendent of Financial Institutions or other comparable authority or agency.

“IFRS” means, at any time, the International Financial Reporting Standards, promulgated by the International Accounting Standards Board, as amended, supplemented or replaced from time to time.

“Income Tax Expense” means, with respect to the Borrower, for any period, the aggregate, without duplication and on a consolidated basis, of all current Taxes on the income of the Borrower for such period, determined in accordance with IFRS.

“Intellectual Property” means the intellectual property in patents, patent applications, trade-marks, trade-mark applications, trade names, service marks, copyrights, copyright registrations and trade secrets including, without limitation, customer lists and information and business opportunities, industrial designs, proprietary software, technology, recipes and formulae and other similar intellectual property rights.

“Interest Expense” of the Borrower means, for any period, without duplication and on a consolidated basis, the aggregate amount of interest and other financing charges paid or payable by the Borrower, on account of such period with respect to Debt including interest, amortization of discount and financing fees, commissions, discounts, the interest or time value of money component of costs related to factoring or securitizing receivables or monetizing inventory and other fees and charges payable with respect to letters of credit, letters of guarantee and bankers’ acceptance financing, standby fees, the interest component of Capital Leases, all as determined in accordance with IFRS.

“Interest Payment Date” means March 31, June 30, September 30 and December 31 in each year.

“Inventory” means, with respect to any Person, all inventory of such Person, whether now owned or hereafter acquired including, but not limited to, all goods intended for sale or lease by such Person, or for display or demonstration; all work in process; all raw materials and other materials and supplies of every nature and description used or which might be used in connection with the manufacture, printing, packing, shipping, advertising, selling, leasing or furnishing of such goods or otherwise used or consumed in such Person’s business.

“Lender Distribution Agreement” means the proposed license and distribution agreement between the Borrower and the Lender by which the Lender shall have the exclusive Canadian distribution rights to FOCUSFactor, FOCUSFactor Kids and Synergy Strips.

“Lender Option” means the option granted to the Lender pursuant to that certain distribution option agreement dated as of the date of this Agreement whereby the Lender will acquire the option to negotiate an exclusive distribution agreement for the Borrower’s Products for Canada, Russia, Sub-Sahara Africa and Israel.

“Lender’s Additional 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, at a price per share equal to $0.34, being 80% of the current trading price, provided that should the share price remain at or above $1.00 for six (6) consecutive months, the Lender shall forfeit the difference between the number of (i) shares acquired under the said warrant prior to the expiry of the ninety (90) days after the said six (6) month period and (ii) 25% of the shares purchasable under the said warrant.

“Lender’s 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 the issuance referred to in Section 10.1(v), of 6.5% of the common shares of the Borrower, on a fully diluted basis, which shares will not be subject to any trading restrictions, other than as required under Applicable Law.

“Lender’s Nominee” shall have the meaning ascribed to it in Section 9. l(y) hereof.

“Lien” means: (i) any interest in Property securing an obligation owed to, or a claim by, a Person, whether such interest is based on the common law, civil law, statute, or contract, and including, without limitation, a security interest, charge, claim, hypothec or lien arising from a mortgage, deed of trust, hypothec, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; and (ii) to the extent not included under clause (i), (A) any rights of repossession or similar rights of unpaid suppliers, (B) any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting Property, and (C) any other lien, hypothec, charge, privilege, secured claim, title retention, garnishment right, deemed trust, encumbrance or other right affecting Property, choate or inchoate, whether or not crystallized or fixed, whether or not for amounts due or accruing due, arising by any statute or law of any jurisdiction, at law, in equity or by any agreement.

“Loan” shall have the meaning ascribed to it in Section 2.1 hereof.

“Loan Documents” means (i) this Agreement and the Security Agreement delivered by Borrower pursuant to this Agreement, and (ii) all present and future security, agreements and documents labelled by the parties thereto as a Loan Document, in each case as the same may from time to time be supplemented, amended or restated, and “Loan Document” shall mean any one of the Loan Documents.

“Losses” shall have the meaning ascribed to it in Section 12.1 hereof.

“Material Adverse Effect” shall mean (i) a material adverse effect on the business, prospects, operations, properties, assets, or condition (financial or otherwise) of the Borrower on a consolidated basis, (ii) an adverse effect on the legality, validity or enforceability of any of the Loan Documents which could reasonably be considered material having regard to the Loan Documents considered as a whole, including the validity, enforceability, perfection or priority of any Lien created under any of the Security which could reasonably be considered material having regard to the Security considered as a whole, (iii) a material adverse effect on the ability of Borrower, to pay or perform any of its debts, liabilities or obligations under any of the Loan Documents, which could reasonably be considered material having regard to Borrower as a whole, or (iv) an adverse effect on the right, entitlement or ability of the Lender to enforce their rights or remedies under any of the Loan Documents which could reasonably be considered material having regard to the Loan Documents taken as a whole.

“Material Contracts” means, collectively, each written agreement (or multiple agreements with the same Person), arrangement or understanding entered into by Borrower or to be assigned to the Borrower pursuant to the FNL Transaction, which if not complied with, or expires, or is terminated, could reasonably be expected to have a Material Adverse Effect.

“Material Licences” means, collectively, each licence, permit or approval issued by any Governmental Authority or any applicable stock exchange or securities commission to Borrower or to be assigned to the Borrower pursuant to the FNL Transaction, the breach or default of which, or termination of, could reasonably be expected to result in a Material Adverse Effect.

“Materials of Environmental Concern” means any chemicals, pollutants, contaminants, wastes, toxic substances, petroleum, petroleum products, together with any hazardous, toxic or dangerous substances, materials and wastes, including, without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without limitation, materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials or wastes and including any other substances, materials or wastes that are or become regulated under any laws relating to the protection of the environment or maintenance of occupational safety (including, without limitation, any that are or become classified as hazardous or toxic under any such laws).

“Maturity Date” shall have the meaning ascribed to it in Section 2.2.

“Measurement Period” shall have the meaning ascribed to it in Section 2.2.

“Net Debt” means, as of any date of determination, (i) Consolidated Debt of the Borrower outstanding on such date minus (ii) the aggregate amount of cash and cash equivalents included in the cash accounts listed on the Consolidated statement of financial position of the Borrower as of such date, to the extent the use thereof for application to payment of Debt is not prohibited by law or contract.

“Non-Arm’s Length” and similar phrases have the meaning attributed thereto for the purposes of the Income Tax Act (Canada); and “Arm’s Length” shall have the opposite meaning.

“Obligations” means all present and future obligations and indebtedness, of any and every kind and nature, of Borrower to the Lender arising under this Agreement and the other Loan Documents, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including without limitation, obligations of performance), whether several or joint or joint and several.

“OFAC” means The Office of Foreign Assets Control of the US Department of the Treasury.

“Organizational Documents” means, with respect to any applicable Person, such Person’s articles or other charter or constitutional documents, by-laws, shareholder agreement, partnership agreement, joint venture agreement, limited liability company agreement or trust agreement, as applicable, and any and all other similar agreements, documents and instruments relative to such Person.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.

“Pension Plan” means (i) a “pension plan” or “plan” which is subject to the funding requirements of applicable pension benefit legislation in any jurisdiction as is applicable to the employees of Borrower (after giving effect to the FNL Transaction); or (ii) any pension benefit plan or similar agreement applicable to employees of Borrower (after giving effect to the FNL Transaction, other than a plan sponsored by a Governmental Authority) which, for greater certainty, includes an ERISA Plan.

“Perfection Certificate” means a certificate in the form of Exhibit 1. or any other form approved by the Lender.

“Permitted Cash Investments” means an investment in any of the following:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of the United States or of any state thereof, as applicable (or by any agency or instrumentality of any of the foregoing to the extent such obligations are backed by the full faith and credit of the Government of the United States or of such state, as applicable);

(ii) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or or federal state in the United States having combined capital and surplus of not less than $300,000,000 or the Equivalent in any other currency; and

(iii) commercial paper of an issuer rated at least A-1+ or the equivalent thereof by a rating agency satisfactory to the Lender, and in each case maturing within six months from the date of acquisition.

“Permitted Debt” means:

(i) Debt under this Agreement;

(ii) Debt in respect of Purchase Money Security Interests and Capital Leases in an outstanding amount not to exceed $100,000 in aggregate at any time;

(iii) Debt consented to in writing by the Lender from time to time and subject to the terms imposed by the Lender in connection with such consent;

(iv) to the extent included as Debt, accounts payable that arise, and accrued expenses incurred in, the ordinary course of business; and

(v) Debt of $1,500,000 owed to FNL pursuant to the FNL Asset Purchase Agreement.

“Permitted Disposition” means (i) the Disposition of Inventory in the ordinary course of business; (ii) the Disposition of used, worn-out or surplus Equipment in the ordinary course of business; (iii) other Dispositions to the extent that no Default or Event of Default exists and the fair market value of the assets Disposed of pursuant to this clause (iii) does not exceed during any Fiscal Year $150,000; and (iv) a Disposition under a distribution agreement contemplated by the Lender Option.

“Permitted Distribution” means (i) directors’ fees paid by the Borrower in an aggregate amount in any Fiscal Year not to exceed $50,000 so long as there exists no Default or Event of Default and such directors’ fees are customary and reasonable for directors in a similar business to the Business; and (ii) bonuses paid or other comparable payments made to its officers and members of management by the Borrower in an aggregate amount in respect of any Fiscal Year not to exceed $100,000 (the “Management Bonus Limit”), provided that such bonuses and comparable payments are customary and reasonable for officers and members of management in a business similar to the Business.

“Permitted Liens” means, with respect to any Person, the following:

(i) liens for Taxes not yet due or for which installments have been paid based on reasonable estimates pending final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that Person for which reasonable reserves under IFRS are maintained;

(ii) undetermined or inchoate liens, rights of distress and charges incidental to current operations which have not at such time been filed or exercised and of which the Lender has been given notice, or which relate to obligations not due or payable, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that Person;

(iii) reservations, limitations, provisos and conditions expressed in any original grants from the Crown or other grants of real or immovable property, or interests therein;

(iv) zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, state, municipal and other Governmental Authorities, licences, easements, servitudes, rights-of-way and rights in the nature of easements (including, without limiting the generality of the foregoing, licences, easements, servitudes, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) which do not materially impair the use of the affected land for the purpose for which it is used by that Person;

(v) title defects, encroachments or irregularities or other matters relating to title which are of a minor nature and which in the aggregate do not materially impair the use of the affected property for the purpose for which it is used by that Person;

(vi) the right reserved to or vested in any municipality or governmental or other public authority by the terms of any lease, licence, contract, franchise, grant or permit acquired by that Person or by any statutory provision to terminate any such lease, licence, contract, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(vii) the Lien resulting from the deposit of cash or securities in connection with contracts, tenders or expropriation proceedings, or to secure workers compensation, employment insurance, surety or appeal bonds, costs of litigation when required by law not to exceed $100,000 in aggregate outstanding at any time, liens and claims incidental to current construction, mechanics’, warehousemen’s, carriers’ and other similar liens, and public, statutory and other like obligations incurred in the ordinary course of business;

(viii) security given to a public utility or any municipality or Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of its business provided that such security does not materially impair the use of the affected property for the purpose for which it is used by that Person;

(ix) the Lien created by a judgment of a court of competent jurisdiction, as long as the judgment is being contested diligently and in good faith by appropriate proceedings by that Person and does not result in an Event of Default;

(x) the Security;

(xi) Purchase Money Security Interests and Capital Leases, provided that such Liens secure Permitted Debt;

(xii) such other Liens as agreed to in writing by the Lender in accordance with this Agreement; and

(xiii) any other Liens securing Debt the principal amount of which (when aggregated with the outstanding principal of any other such Debt secured by Borrower) does not exceed $100,000 (or its equivalent)).

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or foreign or local government (whether federal, provincial, state, county, city, municipal or otherwise), including, without limitation, any instrumentality, division, agency, body or department thereof.

“Prepayment Fee” shall have the meaning ascribed to it in Section 3.2 hereof.

“Product” means each current and future product, process or service under development, developed, manufactured, licensed, distributed, marketed or sold by Borrower and any other current or future products or services in which Borrower has any proprietary rights or beneficial interests and includes all products and product rights to be acquired pursuant to the FNL Transaction.

“Prohibited Transaction” means any transaction set forth in Section 406 of ERISA, or Section 4975 of the Revenue Code, to the extent that such transaction is not otherwise exempt by Applicable Law.

“Property” means, with respect to any Person, all or any portion of its undertaking, property or asset, whether real, immovable, personal, movable, or mixed, tangible or intangible, including for greater certainty any Equity Interests of a corporation or ownership interest in any other Person.

“Purchase Money Security Interest” means a Lien created or assumed by Borrower securing Debt incurred to finance the unpaid acquisition price of personal Property provided that

“Regulatory Authority” means any Governmental Authority that has responsibility in any country or group of countries over the development, manufacture or commercialization of a Product, including the U.S. Food and Drug Administration, Health Canada and the European Medicines Agency, and any successor agency thereof.

“Repayment Schedule” means the Schedule of repayment of principal of the Loan attached hereto as Schedule 3.1(b).

“Reportable Event” means any of the events set forth in Section 4043 of ERISA, other than an event for which the provision of notice has been waived.

“Requirements of Law” means, as to any Person, the Organizational Documents of such Person and any Applicable Law, or determination of a Governmental Authority, in each case, applicable to or binding upon such Person or any of its business or Property or to which such Person or any of its business or Property is subject.

“Revenue Code” means the United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and the regulations and published interpretations thereof.

“Revenues” means, for any period, consolidated gross income for such period.

“Sanctioned Entity” means (i) a country or a government of a country, (ii) an agency of the government of a country, (iii) an organization directly or indirectly controlled by a country or its government, (iv) a Person resident in, or determined to be resident in, a country, in each case, that is subject to a country sanctions program administered and enforced by OF AC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OF AC (including on account of its membership in a Controlled Group).

“Securities Account” means any “securities account” as such term is defined in the STA and the UCC.

“Security” means the Liens created by the Security Documents.

“Security Documents” means the documents set out in Section 6.1.

“Subsidiary” means, with respect to a Person, any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time stock of any other class of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Person or by any partnership or other corporate entity of which more than fifty percent (50%) of the outstanding equity interests are at the time, directly or indirectly, owned by the Person.

“Taxes” shall have the meaning ascribed to it in Section 12.2 hereof.

“TTM EBITDA” means, at any date, EBITDA for the twelve (12) months immediately preceding such date.

“Violation Notice” means any notice received by a Person, from any Governmental Authority under any Environmental Law that such Person or any of its Property is not in compliance with the requirements of any Environmental Law, if such non-compliance would reasonably be expected to have a Material Adverse Effect.

“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 Equity issuance.

“Welfare Plan” means any medical, health, hospitalization, insurance or other employee benefit or welfare plan, agreement or arrangement subject to ERISA and applicable to employees of Borrower (including after giving effect to the FNL Transaction) and includes a “welfare plan” as defined in Section 3(1) of ERISA.

1.2 Schedules and Exhibits.

The following are the Schedules and Exhibits to this Agreement, which are deemed to be a part of this Agreement:

Exhibit 1 Schedule 3.1(b)		Perfection Certificate Repayment Schedule
Schedule 7.1(f)	-	Intellectual Property
Schedule 7.1(i)	-	Litigation
Schedule 7.1(j)	-	Material Contracts and Material Licences
Schedule 7.1(o)	-	Taxes
Schedule 7.1(r)	-	Location of Collateral
Schedule 7.1(s)	-	Owned Real Property
Schedule 7. l(t)	-	Leased Real Property
Schedule 7.1(v)	-	Labor Matters
Schedule 7.1(w)	-	Pension Plans
Schedule 7.1(z)	-	Insurance
Schedule 7.1(hh)	-	Regulatory Matters
Schedule 8.2	-	Officer’s Compliance Certificate

1.3 Accounting Terms and Definitions.

Unless otherwise defined or specified herein, all defined terms in Section 1.1 as used in this Agreement shall have the meanings set out in such paragraph, and all accounting terms used in this Agreement shall be construed in accordance with IFRS, applied on a basis consistent in all material respects with the annual Audited Financial Statements, except as otherwise specifically prescribed herein. All accounting determinations for purposes of determining compliance with the financial covenants contained herein shall be made in accordance with IFRS as in effect on the Closing Date (unless and to the extent otherwise stipulated herein) and applied on a basis consistent in all material respects with the Audited Financial Statements, except as otherwise specifically prescribed herein. Except as otherwise specified herein, the financial statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with sound accounting practices including, if applicable, IFRS. If IFRS shall change from the basis used in preparing the Audited Financial Statements, the Compliance Certificates required to be delivered pursuant to Section 8.2 demonstrating compliance with the covenants contained herein shall include, at the election of the Borrower or upon the request of the Lender, calculations setting forth the adjustments necessary to demonstrate how the Borrower is in compliance with the financial covenants based upon IFRS as in effect on the Closing Date.

1.4 Currency Conversion.

Whenever in this Agreement there is a need to convert Canadian dollars to U.S. dollars, or vice versa, or any other foreign currency, for the purpose of any valuation, calculation or determination (including the determination of an Equivalent for the purpose of expressing an amount in one currency as an amount in another currency), the rate of exchange to be used shall be the Bank of Canada noon spot rate (or any other rate to which the parties agree) on such day, and if that day is not a Business Day, on the immediately preceding Business Day.

1.5 Supplements, Re-enactments, Etc.

References herein to any document or legislation are, unless otherwise stated, to be construed as references to such document or legislation as amended, restated or supplemented from time to time and references to any enactment include re-enactments, amendments and extensions thereof.

1.6 Headings of Subdivisions.

The headings of subdivisions in this Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Agreement.

1.7 Gender and Number.

Words importing the singular include the plural and vice versa and words importing gender include all genders.

1.8 Monetary References.

Any reference in this Agreement to “Dollars”, “dollars” or the sign shall be deemed to be a reference to lawful money of the United States, unless otherwise expressly stated.

1.9 Actions on Days Other Than Business Days.

Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the first Business Day after such day.

ARTICLE 2 - TERMS OF THE LOAN

2.1 The Loan.

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 principal amount of $6,000,000 to or for the account of the Borrower (the “Loan”) on the Closing Date and the Borrower hereby irrevocably authorizes the Lender to make the Loan on the Closing Date.

2.2 Maturity Date

The maturity date (the “Maturity Date”) shall be January 20, 2017; provided, however, that if the Borrower’s Revenues exceed USD$13,000,000 and the Borrower’s EBITDA exceeds $2,000,000 for the twelve (12) month period from April 1 to March 31 (the “Measurement Period”) commencing with the period ending March 31, 2016, the Borrower shall have the option to extend the Maturity Date for up to two (2) successive additional twelve (12) month period until no later than January 20, 2019. On or prior to May 15, in each year (starting with May 15, 2016), the Borrower shall provide the Lender with a certificate of the Auditor certifying that the Borrower’s Revenues and EBITDA for the Measurement Period have surpassed the said thresholds. If such thresholds have been surpassed and provided that there is then no Default or Event of Default then occurring, the Borrower may indicate in such notice that it wishes to extend the Maturity Date for an additional twelve (12) month period. In the event that the Borrower fails to send such notice, the Maturity Date shall not be extended.

ARTICLE 3 - PAYMENT

3.1 Payments on Principal.

(a) The Borrower shall pay in full to the Lender the outstanding principal amount on the Loan, together with all accrued and unpaid interest thereon and any other accrued and unpaid Obligations (including, in the case of clause (ii) below, any Prepayment Fee), on the earliest to occur of: (i) the Maturity Date; and (ii) the date of the acceleration of the Obligations pursuant to Section 11.2 of this Agreement.

(b) On each Interest Repayment Date, commencing with the Interest Repayment Date falling on June 30, 2015 and in addition to the interest payments set forth in Section 4.2, the Borrower shall pay to the Lender on account of principal of the Loan the amount set forth on the Repayment Schedule.

(c) All payments to be made by the Borrower to the Lender hereunder shall be made to the Lender by wire transfer in accordance with the wire instructions given by the Lender to the Borrower in writing from time to time.

3.2 Optional Prepayments.

(a) Subject to the terms hereof, the Borrower may prepay the outstanding principal of the Loan (in whole but not in part) at any time following the Closing Date, subject to the concurrent payment to the Lender of a prepayment fee calculated in accordance with Section 3.2(b) (the “Prepayment Fee”), together with all accrued and unpaid interest thereon, provided that the Lender receives not less than 10 Business Days’ notice of such prepayment.

(b) The Prepayment Fee shall be equal to the greater of (i) the total unpaid annual Interest Expense that would have been payable during the year in which the prepayment in accordance with Section 3.2(a) is made if such prepayment is made prior to the first anniversary of the Closing; and (ii) $300,000.

(c) Any amounts prepaid or repaid shall not be re-borrowed. All amounts prepaid or repaid shall be applied (i) firstly in reduction of accrued and unpaid interest and all other amounts then outstanding (other than the principal amount of the Loan), and (ii) thereafter, in reduction of the principal amount of the Loan being prepaid or repaid.

3.3 General Matters.

All payments made by the Borrower shall be made without set-off, recoupment or counterclaim. The Loan shall, if requested by the Lender, in the Lender’s sole discretion, be evidenced by one or more promissory notes in form and substance satisfactory to the Lender. However, if such Loan is not so evidenced, the Loan made by the Lender, including rates of interest, fees and other charges, may be evidenced by entries upon the books and records maintained by the Lender which books and records shall constitute conclusive evidence thereof in the absence of manifest error.

ARTICLE 4 - INTEREST, FEES AND CHARGES

4.1 Rate of Interest.

Subject to Section 4.3, the principal amount of the Loan and other outstanding Obligations shall bear interest from the Closing Date to the date paid, and at a rate equal to 15% per annum compounded quarterly; provided, however, that upon the occurrence of an Equity Financing interest shall thereafter be calculated at a rate equal to 13% per annum compounded quarterly. In each case such interest shall be payable in arrears in accordance with Section 4.2 and calculated in accordance with Section 4.4.

4.2 Payment of Interest.

The Borrower shall pay the Lender all accrued and unpaid interest on the principal amount of the Loan and the outstanding amount of other Obligations quarterly in arrears in cash on each Interest Payment Date, starting with the Interest Payment Date falling on March 31, 2015.

4.3 Default Rate of Interest.

Upon and after the occurrence of an Event of Default under Section 11.1, and during the continuation thereof, the principal amount of the Loan and the other Obligations shall bear interest at a rate per annum equal to the interest rate otherwise payable pursuant to Section 4.1 plus five percent (5%) and such interest shall be calculated daily and compounded quarterly and shall be payable on demand by the Lender.

4.4 Computation of Interest and Fees.

Interest hereunder shall be determined daily and compounded quarterly not in advance, both before and after demand, default and judgment and shall be computed on the actual number of days elapsed over a year of three hundred and sixty-five (365) days or three hundred and sixty- six (366) days, as the case may be.

4.5 Maximum Interest.

It is the intent of the parties that the rate of interest and the other charges to the Borrower under this Agreement shall be lawful; therefore, if for any reason the interest or other charges payable under this Agreement are found by a court of competent jurisdiction, in a final determination, to exceed the limit which the Lender may lawfully charge the Borrower, then the obligation to pay interest and other charges shall automatically be reduced with retroactive effect to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to the Borrower.

4.6 Origination Fee.

The Borrower will pay to the Lender an origination fee equal to $120,000, being 2% of the Loan amount, which will be payable at Closing.

4.7 Work Fee.

The Borrower will pay to the Lender a work fee equal to $60,000, being 1% of the Loan amount, which will be payable at the earlier of January 23, 2015 and Closing. For greater certainty, the said fee is payable whether or not Closing occurs.

4.8 Lender’s Expenses.

The Borrower shall reimburse the Lender for all reasonable costs and expenses (including without limitation, reasonable consultant’s fees and expenses and reasonable legal fees and expenses in each applicable jurisdiction) incurred by the Lender in connection with: (a) the documentation and consummation of this transaction (whether or not this transaction is consummated) including, without limitation, security and other public record searches, lien filings, express mail or similar express or messenger delivery, due diligence costs and expenses,

(b) and in seeking to collect, protect or enforce any rights in or to the Collateral or incurred by the Lender in seeking to collect any Obligations and to administer and enforce any of its rights under this Agreement and the other Loan Documents. All such costs, expenses and charges incurred after the Closing Date will constitute Obligations hereunder, shall by payable by the Borrower to the Lender on demand and, if overdue by 30 days or more, until paid, will bear interest at the Deemed Interest Rate.

4.9 Illegality.

If any Applicable Law coming into force after the Closing Date, or if any change in any existing Applicable Law or in the interpretation or application thereof by any court or Governmental Authority, now or hereafter makes it unlawful for the Lender to have advanced or acquired interest in the Loan or to give effect to its obligations in respect thereof, the Lender may, by written notice thereof to the Borrower, declare its obligations under this Agreement to be terminated, and the Borrower shall prepay, within the time required by such law, the principal amount of the Loan together with accrued interest thereon and any other amounts owing under this Agreement as may be applicable to the date of such payment (excluding for the avoidance of doubt, any amount of the Prepayment Fee). If any such event shall, in the opinion of the Lender, only affect part of its obligations under this Agreement, the remainder of this Agreement shall be unaffected and the obligations of the Borrower under the Loan Documents shall continue.

4.10 Increased Costs.

Notwithstanding any other provision herein, in the event that the introduction of or any change in any Applicable Law or in the interpretation or application thereof, or compliance by the Lender with any request or directive (whether or not having the force of law) from any Governmental Authority:

(a) subjects the Lender to any new tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or the Loan, or changes the basis of taxation of payments to the Lender of principal, interest or any other amount payable hereunder (except for changes in the rate of tax imposed on the overall net income of the Lender); or

(b) imposes, modifies, holds applicable any reserve, special deposit, compulsory loan or similar requirement against Property held by, or deposits or other obligations in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lender;

and the result of any of the foregoing is to materially increase the cost to the Lender of agreeing to make, making, continuing or maintaining or participating in the Loan, or to materially reduce any amount receivable thereunder or to materially increase the withholding taxes payable then, in any such case, the Borrower shall pay the Lender, after demand by the Lender, any additional amounts necessary to compensate the Lender on an after-tax basis for such additional cost or reduced amount receivable or increased withholding taxes payable with respect to any Loan Document or the Loan made hereunder.

ARTICLE 5 - TERMINATION AND REDUCTION

5.1 Termination.

This Agreement shall be in effect from the date hereof until the indefeasible repayment and performance in full of the Obligations upon the Maturity Date (unless the Obligations become due and payable pursuant to Article 11 hereof in which case the Borrower shall immediately pay all of the Obligations, or are prepaid in accordance with Section 3.2). If the due date of the Obligations is accelerated pursuant to Article 11 hereof or if the Borrower prepays the Loan in accordance with Section 3.2 hereof, this Agreement shall terminate on the date that all such Obligations are indefeasibly paid in full. At such time as the Borrower has repaid all of the Obligations and this Agreement has terminated:

(a) the Borrower shall provide a release of any obligations and obligations of the Lender and its Affiliates, in form and substance reasonably satisfactory to the Lender; and

(b) the Lender shall, at the Borrower’s cost and expense, deliver to the Borrower a termination, discharge and release of all security in form and substance reasonably satisfactory to the Borrower and such other documents and instruments as the Borrower may reasonably request in order to effect or evidence the termination of this Agreement and the security.

5.2 Continuing Obligations.

Nothing in Section 5.1 shall affect any liabilities and obligations of Borrower or the Lender set out in this Agreement or in any other Loan Document which are stated to survive payment of the Obligations and termination of this Agreement or the Loan Documents, as the case may be.

ARTICLE 6 - SECURITY AND COLLATERAL

6.1 Security Delivered on the Closing Date.

On the Closing Date, as continuing collateral security for the payment and satisfaction of all Obligations of the Borrower to the Lender, the Borrower shall deliver or cause to be delivered to the Lender Security on the Collateral, including the following Security Documents, all of which shall be in form and substance satisfactory to the Lender:

(a) a general security agreement from Borrower in favour of the Lender constituting a first-priority Lien (subject only to Permitted Liens) on all of the present and future Property of Borrower;

(b) a collateral assignment from Borrower of its interests in all Material Contracts and Material Licenses;

(d) Control Agreement;

(e) Intellectual Property Security Agreement; and

(f) such other agreements as the Lender may require from time to time.

6.2 Further Assurances.

The Borrower shall take or cause to be taken such action and execute and deliver or cause to be executed and delivered to the Lender such agreements, documents and instruments as the Lender shall request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the opinion of the Lender or Lender’s counsel, necessary or advisable to constitute, perfect and maintain the Security Documents referred to in Section 6.1 as first-ranking Liens of Borrower or the Person granting such Liens, subject only to the Permitted Liens, in all jurisdictions reasonably required by the Lender, in each case within a reasonable time after the request therefor by the Lender or Lender’s counsel, and in each case in form and substance satisfactory to the Lender and Lender’s counsel, acting reasonably.

6.3 Security Effective Notwithstanding Date of Loan.

The Security shall be effective and the undertakings in this Agreement and the other Loan Documents with respect thereto shall be continuing, whether the monies hereby or thereby secured or any part thereof shall be advanced before or after or at the same time as the creation of any such Security or before or after or upon the date of execution of this Agreement. The Security shall not be affected by any payments on this Agreement or any of the other Loan Documents, but shall constitute continuing security to and in favour of the Lender for the Obligations from time to time.

6.4 No Merger.

The Security shall not merge in any other security. No judgment obtained by or on behalf of the Lender shall in any way affect any of the provisions of this Agreement, the other Loan Documents or the Security. For greater certainty, no judgment obtained by or on behalf of the Lender shall in any way affect the obligation of the Borrower to pay interest or other amounts at the rates, times and in the manner provided in this Agreement.

6.5 Release of Security.

Following due payment and performance in full of all Obligations of the Borrower under this Agreement and the other Loan Documents, the Lender will, at the cost and expense of the Borrower, release and discharge the right and interest of the Lender in the Collateral, following indefeasible payment and performance in full of all Obligations of the Borrower under this Agreement and the other Loan Documents.

In addition, if any Property of Borrower is Disposed of as permitted by this Agreement or is otherwise released from the Security at the direction or with the consent of the Lender, at the request, cost and expense of the Borrower (on satisfaction, or on being assured of concurrent satisfaction, of any condition to or obligation imposed with respect to such Disposition), the Lender shall discharge such Property from the Security and deliver and re-assign to the Borrower or its Subsidiaries (without any representation or warranty) any of such Property as is then in the possession of the Lender.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties.

The Borrower hereby makes the following representations, warranties and covenants:

(a) Existence and Qualification. The Borrower (i) has been duly incorporated, amalgamated, formed, merged or continued, as the case may be, and is validly subsisting and in good standing as a corporation, company or partnership, under the laws of its jurisdiction of incorporation, amalgamation, merger, formation or continuance, as the case may be, (ii) is duly qualified to carry on its business in each jurisdiction in which it carries on business or will carry on business after giving effect to the FNL Transaction except for nonqualification which has no adverse effect on the Business or the FNL Transaction, and (iii) has all required Material Licences.

(b) Power and Authority. The Borrower has the corporate, company or partnership power, capacity and authority, as the case may be, (i) to enter into, and to exercise its rights and perform its obligations under, the Loan Documents to which it is a party and all other instruments and agreements delivered by it pursuant to any of the Loan Documents, and (ii) to own its Property and carry on its business as currently conducted or as will be conducted after giving effect to the FNL Transaction.

(c) Execution, Delivery, Performance and Enforceability of Documents. The execution, delivery and performance of each of the Loan Documents to which Borrower is a party, and every other instrument or agreement delivered by Borrower pursuant to the FNL Transaction has been duly authorized by all corporate or limited liability company, as the case may be, actions required, and each of such documents has been duly executed and delivered by it. Each Loan Document to which Borrower is a party constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

(d) Compliance with Applicable Laws, Organizational Documents and Contractual Obligations. None of the execution or delivery of, the consummation of the transactions contemplated in, or the compliance with the terms, conditions and provisions of any of, the Loan Documents or any of the agreements or documents delivered in connection with the FNL Transaction by Borrower conflicts with or will conflict with, or results or will result in any breach of, or constitutes a default under or contravention of, any Requirement of Law in any material respect, Borrower’s Organizational Documents or any Material Contract or Material Licence, or results or will result in the creation or imposition of any Liens upon any of its Property except for Permitted Liens.

(e) Consent Respecting Loan Documents. The Borrower has obtained, made or taken all consents, approvals, authorizations, declarations, registrations, filings, notices and other actions whatsoever required (except for registrations or filings which may be required in respect of the Security Documents) to enable it to execute and deliver each of the Loan Documents to which it is a party and to consummate the transactions contemplated in the Loan Documents, and to complete and implement the FNL Transaction and to execute and deliver each of the instruments and agreements delivered by it in connection with the FNL Transaction and to consummate the transactions contemplated in such instruments and agreements except where the failure to do so is immaterial considering the nature of the FNL Transaction and the Loan Documents.

(f) Intellectual Property.

(i) The Borrower possesses, and shall continue to possess, adequate Intellectual Property to continue to conduct its Business as heretofore conducted by it, details of all of which as of the Closing Date are described on Schedule 7.1(f) . After completion of the FNL Transaction, Borrower shall possess and shall continue to possess adequate Intellectual Property to conduct the FNL Business as did FNL prior to the said completion.

(ii) Except as set forth in Schedule 7.1(f). Borrower will be entitled to continue to use, practice and exercise rights in, all of the Intellectual Property including that acquired as part of the FNL Transaction.

(g) Current and Prior Names. The Borrower’s current and prior names, trade-names and division names and those proposed to be used after giving effect to the FNL Transaction are described on Schedule 7.1(g) .

(h) Corporate Structure. The Borrower has no Subsidiaries. The Borrower is not engaged in any joint venture or partnership with any other Person.

(i) Litigation. Except as described in Schedule 7.1(i). to the best of Borrower’s knowledge after due inquiry, there are no actions, suits, counterclaims or proceedings which are pending or threatened against Borrower which if adversely determined would have a Material Adverse Effect.

(j) Material Contracts and Licences. Schedule 7.1(j) (as amended from time to time and updated in accordance with delivery of a Compliance Certificate pursuant to Section 8.2), accurately sets out all Material Contracts and Material Licences, including after giving effect to the FNL Transaction. A true and complete certified copy of each Material Contract and Material Licence existing at the Closing Date, including after giving effect to the FNL Transaction, has been delivered to the Lender and each Material Contract and Material Licence is in full force and effect. No event has occurred and is continuing which would constitute a material breach of or a default under any such Material Contract or Material Licence. Each Material Contract to which Borrower is a party is binding upon Borrower and, to its knowledge, is a binding agreement of each other Person who is a party to the Material Contract. It has obtained, as of the Closing Date, all necessary consents, including consents of landlords to the granting of a security interest in each Material Contract and Material Licence pursuant to the Security Documents.

(k) No Liens. No security agreement, financing statement or analogous instrument exists as at the Closing Date with respect to any of the Collateral other than any security agreement, financing statement or analogous instrument evidencing Permitted Liens.

(l) Title to Collateral. The Borrower is the lawful owner of all Collateral now purportedly owned or hereafter purportedly acquired by it (including, without limitation, pursuant to the FNL Transaction), free from all Liens, whether voluntarily or involuntarily created and whether or not perfected, other than Permitted Liens.

(m) Financial Information. All of the quarterly and annual Financial Statements or other financial information which have been furnished to the Lender, in connection with this Agreement or the FNL Transaction are complete in all material respects and such Financial Statements or other financial information fairly present the results of operations and financial position of the Borrower or the FNL Business (as applicable) as of the dates referred to therein and have been prepared in accordance with IFRS. All other financial information (including, without limitation, the Annual Business Plan) provided to the Lender are complete in all material respects and based on reasonable assumptions and expectations.

(n) Permitted Debt. As of the Closing Date (giving effect to the making of the Loan), the Borrower is not obligated, whether directly or indirectly, for any Debt other than the Permitted Debt.

(o) Taxes. Except as disclosed in Schedule 7.1(o). the Borrower has duly and timely filed all Tax returns required to be filed by it and has paid or made adequate provision for the payment of all Taxes levied on its Property or income which are showing therein as due and payable, including interest and penalties, or has accrued such amounts in its financial statements for the payment of such Taxes except for Taxes which are not material in amount or which are not delinquent or if delinquent are being contested, and there is no material action (except, after the date of this Agreement, as is disclosed to the Lender in writing), suit, proceeding, investigation, audit or claim now pending, or to its knowledge, threatened by any Governmental Authority regarding any Taxes nor has it agreed to waive or extend any statute of limitations with respect to the payment or collection of Taxes. There is no material Tax liability to the Borrower that will arise as a result of the completion of the FNL Transaction.

(p) Full Disclosure. All information provided or to be provided to the Lender by or on behalf of Borrower in connection with the Loan and the FNL Transaction is, to Borrower’s knowledge, true and correct in all material respects and none of the documentation furnished to the Lender by or on behalf of it, to Borrower’s knowledge, omits or will omit as of such time, a material fact necessary to make the statements contained therein not misleading in any material way, and all expressions of expectation, intention, belief and opinion contained therein were honestly made on reasonable grounds (and any other Person who furnished such material on behalf of it).

(q) Insolvency. The Borrower (i) has not committed any act of bankruptcy, (ii) is not insolvent, nor has proposed, nor given notice of its intention to propose, a compromise or arrangement to its creditors generally, nor (iii) has any petition for a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceeding with respect to any compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed of any part of its Property.

(r) Location of Collateral. The offices where Borrower keeps its books, records and accounts (or copies thereof) concerning the Collateral, Borrower’s principal place of business and all of Borrower’s other significant places of business and significant locations of Collateral, all after giving effect to the FNL Transaction, are as set forth in Schedule 7.1(r) .

(s) Owned Real Property. A list of Borrower’s owned real property after giving effect to the FNL Transaction is as set forth in Schedule 7.1(s) .

(t) Leased Real Property. A list of Borrower’s leased real property after giving effect to the FNL Transaction is as set forth in Schedule 7.1(t) .

(u) Environmental Laws. The Borrower complied with all Environmental Laws applicable to the construction and operation of its Property and businesses, except where any non-compliance would not reasonably be expected to have a Material Adverse Effect; the Borrower has no material contingent liability with respect to non-compliance with Environmental Laws or the generation, handling, use, storage, or disposal of Materials of Environmental Concern; and, without limiting the generality of the foregoing, except as would not reasonably be expected to have a Material Adverse Effect, the Borrower:

(i) has not received any Action Request, Violation Notice, summons, complaint, order or other notice that it is not in compliance with, or that any Governmental Authority is investigating its compliance with. Environmental Laws:

(ii) has no knowledge or reason to believe that operations or any Property of or occupied by the Borrower or in the Borrower’s charge, management or control are not in compliance with all applicable Environmental Laws and each of its Properties is free:

(A) from contamination by, and there has not been thereon a release, discharge or emission of, any Materials of Environmental Concern which is prohibited, controlled or regulated under any Environmental Law; and

(B) of underground storage tanks, landfills, land disposals and dumps;

(iii) has not filed any notice, or received notice, under any Applicable Law, including any Environmental Law, indicating past or present treatment, storage or disposal of a Material of Environmental Concern or reporting any spill or release of a Material of Environmental Concern into the environment;

(iv) has no contingent liability of which the Borrower has knowledge or reasonably should have knowledge in connection with any release of any Material of Environmental Concern;

(v) does not generate, transport, treat or dispose of any Material of Environmental Concern in any manner which is not in compliance with all applicable Environmental Laws; and

(vi) has not disposed of any Material of Environmental Concern in or on the ground of Borrower’s real properties or premises leased by Borrower.

(v) Labor Matters. Except as provided on Schedule 7.1(v) and after giving effect to the FNL Transaction:

(i) there is no collective bargaining agreement or other labour contract covering employees of Borrower;

(ii) there is no pending or, to the best of its knowledge, threatened strike, work stoppage, material unfair labour practice claims, or other material labour dispute against or affecting Borrower or its employees which would reasonably be expected to have a Material Adverse Effect;

(iii) there are no controversies pending or threatened between Borrower and any of its employees, other than employee grievances arising in the ordinary course of business which would not reasonably be expected to have a Material Adverse Effect; and

(iv) the Borrower is in compliance in all material respects with all Applicable Laws respecting employment and employment terms, conditions and practices, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(w) Pension Plans. Except as disclosed on Schedule 7.1(w) and after giving effect to the FNL Transaction, the Borrower does not sponsor or maintain or contribute to a Pension Plan. With respect to any Pension Plan adopted or to which Borrower may become obliged to contribute (including after giving effect to the FNL Transaction), no failure to remit contributions (other than immaterial amounts) has occurred with respect to any such Pension Plan, that is sufficient to give rise to a Lien under any Applicable Laws of any jurisdiction (other than a Permitted Lien), and no condition exists and no event or transaction has occurred with respect to any such Pension Plan which could result in the incurrence by Borrower of any material liability, fine or penalty. Each Pension Plan is in compliance in all material respects with all Applicable Laws pertaining to pension benefits and Tax laws, (i) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all Applicable Laws and the terms of such Pension Plan have been made in accordance with all Applicable Laws and the terms of such Pension Plan, except for amounts which are immaterial, (ii) all liabilities under such Pension Plan are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of applicable pension benefits laws and of applicable regulatory authorities and the most recent actuarial report filed with respect to the Pension Plan. No event has occurred and no conditions exist with respect to any such Pension Plan that has resulted or could reasonably be expected to result in such Pension Plan having its registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws.

(x) ERISA, (i) With respect to each ERISA Plan, it and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with ERISA and the Revenue Code to the extent applicable to it and has not incurred any liability to the PBGC or under Title IV of ERISA, other than a liability to the PBGC for premiums under Section 4007 of ERISA; (ii) it does not have any contingent liabilities with respect to any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA or as required under Applicable Law requirements for health continuation coverage, (iii) neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any ERISA Plan; (iv) no notice of intent to terminate an ERISA Plan has been filed, nor has any ERISA Plan been terminated; (v) no circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, ERISA Plan, nor has the PBGC instituted any such proceedings; (vi) neither it nor any member of its Controlled Group has completely or partially withdrawn from a multiemployer plan; (vii) it and all members of its Controlled Group have met their minimum funding requirements under ERISA with respect to all of their ERISA Plans and the present value of all vested benefits under each ERISA Plan exceeds the fair market value of all such ERISA Plan assets allocable to such benefits, as determined on the most recent valuation date of such ERISA Plan and in accordance with the provisions of ERISA; and neither it nor any member of its Controlled Group has incurred any liability to the PBGC under ERISA.

(y) Computer Software. The Borrower owns or has licensed for use or otherwise has the right to use or to acquire or licence all of the material software necessary to conduct its businesses and the FNL Business. All computer equipment owned or used by Borrower or to be acquired pursuant to the FNL Transaction and necessary for the conduct of business and the FNL Business has been properly maintained and is in good working order for the purposes of on-going operation, subject to ordinary wear and tear for computer equipment of comparable age.

(z) Insurance. The Borrower has maintained and maintains insurance which is in full force and effect that complies with all of the requirements of this Agreement. The Borrower has maintained and maintains product liability insurance which is in full force and effect covering at least $1,000,000 per claim and $3,000,000 in the aggregate. Schedule 7.1(z) lists all existing insurance policies maintained by Borrower as of the Closing Date.

(aa) OF AC . The Borrower is not in violation of any of the country or list based economic and trade sanctions administered and enforced by OF AC. The Borrower (i) is not a Sanctioned Person or a Sanctioned Entity, (ii) has no more than ten percent (10%) of its assets located in Sanctioned Entities, or (iii) derives no more than ten percent (10%) of its revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.

(bb) Investment Company. The Borrower is not an “investment company” nor a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 of the United Sates, as amended.

(cc) No Margin Stock. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Loan shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System of the United States) or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(dd) Perfection Certificate. The information set forth in the Perfection Certificate (and each Perfection Certificate delivered in accordance herewith) is true, correct and complete as of the date set forth therein and will be true, correct and complete on the Closing Date.

(ee) FNL Asset Purchase Agreement. The accuracy and completeness of each of the representations and warranties set out in Section 5 of the FNL Asset Purchase Agreement, including the definitions used in such sections of the FNL Asset Purchase Agreement (whether defined in Section 5 of the FNL Asset Purchase Agreement or elsewhere) and all such representations, warranties and definitions are hereby incorporated into this Agreement by reference as if same were herewith recited at length and made directly by the Borrower for the benefit of the Lender. Such representations and warranties shall survive for so long as the Obligations remain outstanding, notwithstanding any shorter survival period under the Purchase Agreement.

(ff) No Material Adverse Effect. No event has occurred which has had or could reasonably be expected to have a Material Adverse Effect.

(gg) No Default or Event of Default. No Default or Event of Default has occurred and is continuing.

(hh) Regulatory Matters.

(i) Except as set out in Schedule 7.1(i). each Product that is subject to the Applicable Laws promulgated by a Regulatory Authority, is manufactured, packaged, labelled, imported, exported, stored, distributed, sold (whether or not for consideration), advertised and marketed in compliance with all such Applicable Laws, (except for immaterial non-compliance) as well as all material terms and conditions imposed in any licences and permits issued in respect of the Products.

(ii) Neither the Borrower nor, to the knowledge of the Borrower, any officer, employee, contractor or agent of the Borrower has ever made an untrue statement of material fact or fraudulent statement to a Regulatory Authority or failed to disclose a material fact required to be disclosed to a Regulatory Authority.

(iii) Except as set out in Schedule 7.1 (iii) no Product has been recalled, withdrawn, suspended or discontinued (other than for commercial or business reasons) by Borrower at any time, and Borrower have not received any information or report from any Governmental Authority, indicating that any of the Products, or ingredients therein, are unsafe or unsuitable for its intended use or pose an unacceptable health risk.

(iv) To the knowledge of Borrower after due inquiry, none of the Products or ingredients therein have been the subject of a warning, consumer alert or other cautionary statement issued by any Governmental Authority nor is there any ongoing complaint or investigation by any Governmental Authority relating to the advertising or marketing practices used for any Product. Other than as provided for in Schedule 7.1(hh). Borrower are not aware of any facts that would indicate that any Governmental Authority has or will prohibit or materially restrict the marketing, sale, distribution or use in the United States, Canada or Europe of any Product or the operation or use of any facility currently used to produce, manufacture or distribute the Products.

(ii) None of the foregoing representations and warranties and no document furnished by or on behalf of Borrower to the Lender in connection with the negotiation of the transactions contemplated by this Agreement contain any untrue statement of a material fact or omit to state any material fact necessary to make any such statement or representation (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished.

7.2 Survival of Representations and Warranties.

The Borrower, for itself and on behalf of Borrower, represents, warrants and covenants that all representations, warranties and covenants contained in this Agreement (whether appearing in Article 7 or elsewhere) shall be true, correct and complete at the time of the Borrower’s execution of this Agreement, shall survive the execution, delivery and acceptance hereof by the parties hereto and the closing of the transactions described herein or related hereto, shall, except for representations and warranties that relate solely to an earlier date, remain true, correct and complete until the indefeasible repayment and performance in full of all of the Obligations and termination of this Agreement.

ARTICLE 8 - SCHEDULES AND REPORTS

8.1 Financial Information.

The Borrower shall deliver to the Lender the following financial information:

(a) no later than forty-five (45) days after the end of the Borrower’s first three Fiscal Quarters each year, copies of internally prepared Consolidated Financial Statements of the Borrower;

(b) no later than ninety (90) days after the end of each Fiscal Year of the Borrower, copies of annual Consolidated Audited Financial Statements of the Borrower, along with a comparison to the budget set forth in the Annual Business Plan and the previous year;

(c) no later than thirty (30) days prior to the commencement of each Fiscal Year of the Borrower, a copy of the Annual Business Plan (in form and substance satisfactory to the Lender) approved by the board of directors of the Borrower, and, within twenty (20) days of any material modification thereto, a copy of the Annual Business Plan previously delivered, as modified; provided, however, the parties acknowledge that a copy of the Annual Business Plan for Fiscal Year 2015 will only be delivered to the Lender on or before January 31, 2015; and

(d) no later than twenty-five (25) days after the end of each calendar month, copies of the Cash Balance Statements.

8.2 Compliance Certificate.

With each Financial Statement delivered pursuant to Sections 8.1(a), 8.1(b) and 8.1(d), the Borrower shall deliver to the Lender a Compliance Certificate. For greater certainty, the Compliance Certificate with respect to the Cash Balance Statement will be delivered monthly when due under Section 8.1(d).

8.3 Other Matters.

At such times as may be requested by the Lender from time to time hereafter, the Borrower shall deliver to the Lender (i) such additional schedules, certificates, reports and information with respect to the Collateral as the Lender may from time to time reasonably require, including, but not limited to, non-consolidated Financial Statements of the Borrower; (ii) a collateral assignment of any or all items of property held by Borrower, from time to time, to the Lender or as the Lender may direct in order to perfect and further establish the security interests in favour of the Lender (or the Collateral Agent in the discretion of the Lender) in such property in accordance with this Agreement (to the extent not otherwise previously perfected under a Loan Document). All schedules, certificates, reports and assignments and other items delivered by the Borrower to the Lender hereunder shall be executed by an authorized representative of the Borrower, and shall be in such form and contain such information as the Lender shall reasonably request. The Lender, through its officers, employees or agents, shall have the right, upon reasonable notice at any time and from time to time in the Lender’s name, in the name of a nominee of the Lender or in Borrower’s name, to verify the validity, amount or any other matter relating to any of the Collateral, by mail, telephone, telegraph or otherwise. The Borrower shall reimburse the Lender, on demand, for all reasonable receipted costs, fees and expenses incurred by the Lender in this regard.

ARTICLE 9 – COVENANTS

9.1 Covenants.

Until indefeasible payment and performance in full of all Obligations and termination of this Agreement, unless the Borrower obtains the prior written consent of the Lender waiving or modifying any covenants hereunder in any specific instance, the Borrower shall:

(a) Timely Payment. Make due and timely payment of the Obligations required to be paid by it hereunder.

(b) Conduct of Business, Maintenance of Existence, Compliance with Laws. Carry on and conduct its business and operations in a proper, efficient and businesslike manner, in accordance with good business practice except for non-compliance which would not have a Material Adverse Effect; preserve, renew and keep in full force and effect its existence; and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business and to comply in all material respects with all Material Contracts, Material Licences and Requirements of Law.

(c) Further Assurances. Provide the Lender with such other documents, opinions, consents, acknowledgements and agreements as are reasonably necessary to implement this Agreement and the other Loan Documents from time to time.

(d) Access to Information. Promptly provide the Lender with all information reasonably requested by the Lender from time to time concerning its financial condition and Property, and during normal business hours and from time to time upon reasonable notice, permit representatives of the Lender to inspect any of its Property and to examine and take extracts from its financial books, accounts and records including but not limited to accounts and records stored in computer data banks and computer software systems, and to discuss its financial affairs, its business or any part of its Property with its senior officers and (in the presence of such of its representatives as it may designate) its Auditor. Provided that a Default or Event of Default is then continuing (or the Lender reasonably expects that that is the case), the Borrower will pay all reasonable expenses incurred by such representatives in order to visit Borrower’s premises or attend at the Borrower’s principal office, as applicable, for such purposes.

(e) Obligations and Taxes. Pay or discharge or cause to be paid or discharged, before the same shall become delinquent (i) all Taxes imposed upon it or upon its income or profits or in respect of its business or Property and file all tax returns in respect thereof; (ii) all lawful claims for labour, materials and supplies; (iii) all required payments under any of its Debt, and (iv) all other obligations; provided, however that it shall not be required to pay or discharge or to cause to be paid or discharged any such amount so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and, in the case of clause (i) above, an adequate reserve in accordance with IFRS has been established in its books and records.

(f) Use of Loan. Use the proceeds of the Loan only to finance the FNL Transaction and the expenses related thereto or related to this Agreement and the Loan Documents and for working capital for the Business.

(g) Insurance. Maintain or cause to be maintained with reputable insurers coverage against risk of loss or damage to its Property (including public liability and damage to property of third parties) and business interruption insurance of such types as is customary for and would be maintained by a corporation with an established reputation engaged in the same or similar business in similar locations and provide to the Lender, as requested (acting reasonably), evidence of such coverage. The Borrower shall, prior to the expiry or replacement of any insurance policy, notify the Lender of the replacement and at the Lender’s request send copies of all replacement policies to the Lender. Without limiting the generality of the foregoing, the Borrower will maintain product liability insurance covering at least $1,000,000 per claim and $3,000,000 in the aggregate. Without limiting the generality of the foregoing, the Borrower shall maintain in effect all insurance coverage reasonable and prudent for a business similar to the Business conducted in similar locations. The Lender shall be indicated in all insurance policies, as applicable, as first loss payee and additional insured, and all policies shall contain such standard mortgage clauses as the Lender shall reasonably require for the Lender’s protection.

(h) Notice of Default or Event of Default . Promptly and, in any event within two (2) Business Days, notify the Lender of any Default or Event of Default that would apply to it or to Borrower of which it becomes aware along with the action to be taken by Borrower to remedy any such Default or Event of Default.

(i) Notice of Material Adverse Effect. Promptly notify the Lender of any Material Adverse Effect of which it becomes aware.

(j) Notice of Litigation. Promptly notify the Lender on becoming aware of the occurrence of any litigation, dispute, arbitration, proceeding or other circumstance the result of which if determined adversely would or could reasonably be expected to result in (a) a judgment or award against it in excess of $100,000 or (b) a Material Adverse Effect, and from time to time provide the Lender with all reasonable information requested by it concerning the status of any such proceeding.

(k) Other Notices. Promptly, upon having knowledge, give notice to the Lender of:

(i) any notice of expropriation affecting Borrower;

(ii) any Action Request or Violation Notice;

(iii) any violation of any Applicable Law which does or may have a Material Adverse Effect on Borrower;

(iv) any default under any Debt in a principal amount greater than $100,000 of Borrower;

(v) any termination prior to maturity of or default under a Material Contract or any termination, lapse, rescission or default under a Material Licence;

(vi) any damage to or destruction of any Property, of Borrower having a replacement cost in excess of $100,000;

(vii) the acquisition of any real property by Borrower;

(viii) the receipt of insurance proceeds by Borrower in excess of $100,000;

(ix) any Lien registered against any Property of Borrower, other than a Permitted Lien;

(x) the occurrence of any event referred to in Section 7. l(w);

(xi) a Product being recalled, withdrawn, suspended or discontinued or is under consideration of being recalled, withdrawn, suspended or discontinued;

(xii) a Product being the subject of a warning, consumer alert or other cautionary statement issued by any Governmental Authority;

(xiii) any information or report from any Governmental Authority, indicating that any of the Products are, unsafe or unsuitable for its intended use or pose an unacceptable health risk;

(xiv) a default under the FNL Asset Purchase Agreement;

(xv) any entering into of a Material Contract or Material Licence; and

(xvi) any material adverse change in, or material adverse amendment to, or termination of a Material Contract or Material Licence.

(1) Environmental Compliance. Operate its business in compliance with Requirements of Environmental Laws (except where the failure to do so would not have a Material Adverse Effect) and operate all Property owned, leased or otherwise used by it such that no obligation, including a clean-up or remedial obligation, will arise under any Requirements of Environmental Law; provided, however, that if any such claim is made or any such obligation arises, the Borrower shall promptly satisfy, address or contest such claim or obligation at its own cost and expense. It shall promptly notify the Lender upon: (i) learning of the existence of any Materials of Environmental Concern located on, above or below the surface of any land which it owns, leases, operates, occupies or controls (except those being stored, used or otherwise handled in compliance with Requirements of Environmental Law), or contained in the soil or water constituting such land; and (ii) the occurrence of any reportable release, spill, leak, emission, discharge, leaching, dumping or disposal of Materials of Environmental Concern that has occurred on or from such land, which, in either the case of (i) or (ii), is likely to result in liability under Requirements of Environmental Law in excess of $100,000.

(m) Security. With respect to the Security:

(i) provide to the Lender the Security required from time to time pursuant to Article 6 in accordance with the provisions of such Article, accompanied by supporting resolutions, certificates and opinions in form and substance satisfactory to the Lender; and

(ii) do, execute and deliver all such things, documents, security, agreements and assurances as may from time to time be requested by the Lender to ensure that the Lender holds at all times valid, enforceable, perfected first-priority Liens (subject only to Permitted Liens) on the Collateral from Borrower meeting the requirements of Article 6.

(n) Maintenance of Property. Keep all Property useful and necessary in its business in good working order and condition, normal wear and tear excepted, and maintain all Intellectual Property necessary to carry on its business.

(o) Landlord Consents. Use its best commercial efforts to obtain, in favour of the Lender, a consent agreement from a landlord of premises that are leased at any time and from time to time by Borrower.

(p) Material Contracts. Ensure that any Material Contract is specifically assigned by way of security in favour of the Lender by the Borrower and to obtain, in favour of the Lender, if necessary to assign properly such Material Contract, an acknowledgement of a Person or Governmental Authority to such assignment.

(q) Employee Benefit and Welfare Plans. Maintain all employee benefit. Pension Plans and Welfare Plans relating to its business in compliance with all Applicable Laws except for immaterial non-compliance.

(r) Additional Information. Promptly provide the Lender, after the sending or filing thereof, with copies of all reports, notices, prospectuses and registration statements which Borrower files with a securities commission or securities regulatory authority in any Province of Canada or any other securities commission.

(s) Material Contracts and Material Licences. At the request of the Lender from time to time, provide to the Lender certified copies of all Material Contracts and Material Licences.

(t) Regulatory Matters. Ensure that (i) all non-compliance (other than immaterial non-compliance) with regulatory matters as identified in Schedule 7.1(t) is remedied within a reasonable period of time following the Closing Date, and (ii) all existing and future Products are licensed and/or registered, as applicable, in compliance with Applicable Laws.

(u) ERISA. Promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could result in the imposition of a Lien other than a Permitted Lien against any of its Properties; promptly notify the Lender of (i) the occurrence of any Reportable Event with respect to an ERISA Plan that could reasonably be expected to result in material liability, (ii) receipt of any notice from the PBGC of its intention to seek termination of any ERISA Plan or appointment of a trustee therefor, (iii) its intention to terminate or withdraw from any ERISA Plan or multiemployer plan that could reasonably be expected to result in material liability, and (iv) the occurrence of any event with respect to any ERISA Plan or multiemployer plan which would result in the incurrence by it or any Subsidiary of any material liability, fine or penalty, and (v) any material increase in its contingent liability with respect to any post-retirement Welfare Plan benefit.

(v) Patriot Act. In the case of Borrower, the Borrower acknowledges and agrees that pursuant to the provisions of the USA Patriot Act (Title HE of the Pub. L. 107-56) signed into law October 26, 2001 (the “Patriot Act”), the Lender may be required to obtain, verify and record information with respect to Borrower; and the Borrower hereby agrees to cooperate with the Lender and provide them with all information that may be required in order to fulfil their obligations under the Patriot Act; and without limiting the generality of the foregoing, the Borrower agrees to use commercially reasonable efforts to obtain the consent of any of their respective officers, directors and employees whose consent to the disclosure of any such information is required under applicable privacy legislation in Canada.

(w) Books and Records. At all times keep accurate and complete books, records and accounts with respect to all of its business activities, in accordance with sound accounting practices and, where applicable, IFRS consistently applied, and shall keep such books, records and accounts, and any copies thereof, only at the addresses indicated for such purpose on Schedule 7.1(f):

(x) Financial Covenants.

	(i)	Minimum EBITDA . The Borrower shall maintain a minimum EBITDA of $500,000 for the six (6) months ending on September 30, 2015 and for the six (6) month period ending on the last day of each Fiscal Quarter thereafter.

	(ii)	Net Debt to TTM EBITDA Ratio . For the Fiscal Quarter ending on March 31, 2016 and at all times thereafter, the Borrower shall maintain a Net Debt to TTM EBITDA Ratio of no more than 6:1.

	(iii)	Cash Balance . The Borrower will maintain at all times a minimum positive cash balance equal to $750,000 or such lower amount as is agreed to by the Lender acting reasonably (the “Cash Balance Statement”).

(y) Board of Directors. Until the repayment and performance in full of all of the Obligations and the termination of this Agreement the Lender shall be entitled to designate one individual (the “Lender’s Nominee”), to be an observer to or, if so determined by Lender, to be nominated and, if elected, to serve as a member of the Borrower’s board of directors (the “Board”), and so long as the Lender’s Nominee serves as a member of the Board, to serve on the Board’s Audit and Compensation Committee or, at Lender’s option, to serve as an observer to such Committees. The Lender acknowledges that any appointment to the Borrower’s Board must be ratified annually by a shareholder vote at the Borrower’s annual general or special meetings of shareholders and the Borrower shall use commercially reasonable efforts to cause the election of the Lender’s Nominee, including soliciting proxies in favour of the election of the Lender’s Nominee in the event the Borrower intends to solicit any such proxies in connection with a meeting of its shareholders. The Borrower shall notify the Lender in writing immediately upon determining the date of any meeting of its shareholders at which directors of the Borrower are to be elected and the Lender shall advise the Borrower and the Board of the name of the Lender’s Nominee within 14 Business Days after receiving such notice. The Lender will provide the Board with reasonable notice of the person it proposes to nominate to the Board, and the Board will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set. The Borrower shall not be entitled to veto the Lender’s Nominee unless such Lender’s Nominee has previously been removed by a resolution of its shareholders or such Lender Nominee is a director who retired by rotation and was not re-elected by the Borrower’s shareholders. If the Lender’s Nominee ceases to hold office as a director of the Borrower for any reason, the Lender shall be entitled to nominate an individual to replace him or her and the Borrower shall promptly take all steps as may be necessary to appoint such individual to the Board to replace the Lender’s Nominee who has ceased to hold office. The number of persons acting as directors of the Board shall not exceed five (5) persons without the Lender’s prior consent. The Lender’s Nominee shall be entitled, if acting as an observer or a director, to the same number of options to purchase common shares in the capital of the Borrower and on the same terms and conditions as would a director of the Borrower, but not fewer than 1,000,000 options.

9.2 Negative Covenants .

So long as this Agreement is in force and except as otherwise permitted by the prior written consent of the Lender, the Borrower shall not and shall ensure that Borrower shall not:

(a) Disposition of Property. Except for Permitted Dispositions, dispose of, in one transaction or a series of transactions, all or any part of its Property, whether now owned or hereafter acquired.

(b) No Consolidation, Amalgamation, etc. Consolidate, amalgamate or merge with any other Person, export a corporation into a jurisdiction outside of the United States, enter into any corporate reorganization or other transaction intended to effect or otherwise permit a change in its existing corporate or capital structure, liquidate, wind-up or dissolve itself, or permit any liquidation, winding-up or dissolution unless prior written approval has been received by the Lender and such documentation as is required by counsel to the Lender is delivered concurrently with such transaction.

(c) No Change of Name. Change its name or change its jurisdiction of incorporation or formation in each case without providing the Lender with fifteen (15) days’ prior written notice thereof.

(d) No Debt. Create, incur, assume or permit any Debt to remain outstanding, other than Permitted Debt.

(e) Operating Leases. Create, incur, assume or permit obligations outstanding in respect to operating leases (which, for greater certainty, does not include leases of real property) such that the aggregate annual payments due on such leases exceeds $100,000.

(f) No Distributions. Make any Distribution except Permitted Distributions.

(g) No Lien. Create, incur, assume or permit to exist any Lien upon any of its Property except a Permitted Lien.

(h) Acquisitions. Make any Acquisitions except:

(i) the FNL Transaction;

(ii) provided that no Event of Default has occurred and is continuing (or would result from such Acquisition), an Acquisition of any other Person or of all or part of the Property of any other Person or of all or part of any division, business, operation or undertaking of any other Person where the business of such Person is the same or substantially the same as, similar, complementary or related to, the Business or the business of the Borrower and the aggregate consideration payable in respect of such Acquisition (including, without limitation, any deferred consideration) is not more than $100,000, and further provided that any property acquired pursuant to such Acquisition becomes Collateral subject to the Security (including, without limitation, any shares of any Subsidiary); or

(iii) exercise of the Borrower’s right to repurchase the Lender Option as permitted under the Lender Option.

(i) No Change to Year End. Make any change to its Fiscal Year.

(j) Location of Assets in Other Jurisdictions. Except for any Property in transit in the ordinary course of business, acquire any Property outside of the jurisdictions identified in Schedule 7.1(r) or move any Property from one jurisdiction to another jurisdiction where the movement of such Property would cause the Lien of the Security over such Property to cease to be perfected under Applicable Law, or suffer or permit in any other manner any of its Property to not be subject to the Lien of the Security or to be or become located in a jurisdiction as a result of which the Lien of Security over such Property is not perfected, unless (i) Borrower has first given thirty (30) days’ prior written notice thereof to the Lender, and (ii) the Borrower has first executed and delivered to the Lender all Security and all financing or registration statements in form and substance satisfactory to the Lender which the Lender or its counsel, acting reasonably, from time to time deem necessary or advisable to ensure that the Security at all times constitutes a perfected first-priority Lien (subject only to Permitted Liens) over such Property notwithstanding the movement or location of such Property as aforesaid together with such supporting certificates, resolutions, opinions and other documents as the Lender may deem necessary or desirable in connection with such security and registrations.

(k) Amendments to Organizational Documents. Amend any of its Organizational Documents in a manner that would be materially prejudicial to the interests of the Lender under the Loan Documents.

(l) Amendments to other Documents. Amend, vary or alter any Material Contract or Material Licence in a manner that would reasonably be expected to have a Material Adverse Effect.

(m) Non-Arm’s Length Transactions. Except as contemplated by Section 9.2(f), effect any transactions with any Person not dealing at Arm’s Length unless such transaction is on market terms and consistent with transactions with Persons at Arm’s Length.

(n) Sale and Leaseback. Enter into any arrangement with any Person providing for the leasing by Borrower, as lessee, of Property which has been or is to be sold or transferred by Borrower to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such Property or the lease obligation of Borrower.

(o) Employee Loans. Make any loans or advances to an employee of Borrower other than loans in an aggregate amount not to exceed $100,000 provided that such loans are used to purchase Equity Interests in Borrower and at the time of the loan no Default or Event of Default exists.

(p) Deposit Accounts and Securities Accounts. The Borrower will not have any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account located in the United States (other than payroll accounts), where the balance in such Deposit Account or Securities Account is in excess of $100,000 at any one time unless the Borrower and the applicable securities intermediary or deposit-taking institution have entered into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of the Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests, except that (i) in the case of any Permitted Cash Investments, cash or Equity Interests in any single Deposit Account or Securities Account in existence on the Closing Date, the Borrower will within sixty (60) days of the Closing Date enter into a Control Agreement or similar agreement governing such Deposit Account or Securities Account in order to perfect (and further establish) the security interests in favour of the Lender under the Security Documents in such Permitted Cash Investments, cash or Equity Interests; and (ii) the requirements of this proviso will not apply to any Deposit Account or Securities Account that is required in connection with a Permitted Acquisition until sixty (60) days following the date such acquisition is consummated. The aggregate amount of all Permitted Cash Investments, cash and Equity Interests in all Deposit Accounts and all Securities Accounts owned by the Borrower for which a Control Agreement has not been delivered shall not exceed $200,000 at any time.

(q) New Subsidiaries. Create or acquire any Subsidiary after the date of this Agreement, including in respect of any Subsidiaries acquired as part of an Acquisition permitted under this Agreement, unless: (i) such Subsidiary exists pursuant to the laws of a state of the United States of America; (ii) all of the issued and outstanding Equity Interests of such Subsidiary is owned by the Borrower; (iii) such new Subsidiary provides a legal, valid and enforceable guarantee in favour of the Lender and first-ranking security in form and substance satisfactory to the Lender; and in each case appropriate legal opinions are delivered by Borrower’s counsel to the Lender.

(r) Capital Expenditures. Without prior written consent of the Lender, which consent will not be unreasonably withheld, the Borrower may not make any Capital Expenditures which exceed in any Fiscal Year an aggregate of $100,000 over the aggregate amount of Capital Expenditures included in the Annual Business Plan for such Fiscal Year.

(s) Compensation. Make any material changes to employee or management compensation practices other than changes which are customary and reasonable in a business similar to the Business.

9.3 Entitled to Perform Covenants

If the Borrower fails to perform any covenant contained in this Article 9, or in any other provision hereof or of any of the other Loan Documents, the Lender may perform in any manner deemed fit by it without thereby waiving any rights to enforce this Agreement or the other Loan Documents, any such covenant capable of being performed by it and if any such covenant requires the payment of money, the Lender may make such payments. All sums so expended by the Lender shall be deemed to form part of the Obligations, shall bear interest at the same rate as the Loan and shall be payable by the Borrower on demand.

ARTICLE 10 - CONDITIONS PRECEDENT

10.1 Conditions Precedent to Loan.

The obligations of the Lender to fund the Loan are subject to the satisfaction or waiver on or before the Closing Date of the following conditions precedent:

(a) this Agreement shall have been executed and delivered by all parties hereto;

(b) the Lender shall have received certified copies of the Organizational Documents of Borrower, the resolutions authorizing the execution, delivery and performance of Borrower’s respective obligations under the Loan Documents and the transactions contemplated herein, and the incumbency of the officers of Borrower;

(c) copies of all shareholder agreements and partnership agreements, if any, applicable to Borrower, certified by Borrower to be true, shall have been delivered to the Lender’s satisfaction;

(d) certificates of status or good standing, as applicable, for all relevant jurisdictions of Borrower shall have been delivered to the Lender;

(e) Borrower shall be in compliance in all material respects with all (if any) Material Contracts and Material Licences to the satisfaction of the Lender and copies of all Material Contracts and Material Licences if any, applicable to Borrower, shall have been delivered to the Lender;

(f) evidence of repayment in full of all Debt that is not Permitted Debt owing by Borrower to any third party lenders to Borrower concurrent with the Loan shall have been delivered to the Lender;

(g) evidence that all necessary or required consents or approvals of any Governmental Authority or other Person in connection with the completion of the FNL Transaction and the delivery of the Loan Documents have been obtained;

(h) releases, discharges, estoppels and postponements with respect to all Liens which are not Permitted Liens, if any, shall have been delivered to the Lender;

(i) payment of all amounts and fees payable to the Lender;

(j) duly executed copies of the Security shall have been delivered to the Lender and such financing statements or other registrations of such Security, or notice thereof, shall have been filed, registered, entered or recorded in all offices of public record necessary or desirable in the opinion of the Lender to preserve or protect the charges and security interests created thereby;

(k) a currently dated letter of opinion of counsel to the Borrower along with the opinions of local counsel for Borrower shall have been delivered to the Lender;

(l) the Borrower shall have delivered to the Lender certificates of insurance acceptable to the Lender showing, inter alia, the Lender as a first loss payee as its interest may appear on all insurance policies that insure the assets to be secured by the Security;

(m) no Default or Event of Default has occurred and is continuing on the Closing Date or would result from making the Loan and a senior officer of the Borrower shall have certified the same to the Lender;

(n) all representations and warranties made by Borrower in the Loan Documents are true and correct in all material respects;

(o) no Material Adverse Effect has occurred;

(p) a source and use of funds statement and an outline of the flow of funds from the Loan shall have been delivered to the Lender evidencing that the Loan will be used solely for the purpose provided for in Section 9.1(f);

(q) the Lender shall have received such additional evidence, documents or undertakings as the Lender shall reasonably request to establish the consummation of the transactions contemplated hereby and the FNL Transaction and be satisfied, acting reasonably, as to the taking of all proceedings in connection herewith in compliance with the conditions set forth in this Agreement;

(r) the Lender shall have completed all due diligence which it considers necessary or appropriate in its discretion in regard to Borrower and its Property, the FNL Transaction, books and records, operations, prospects and condition (financial or otherwise), including, without limitation, in regards to past and ongoing compliance with Applicable Laws (including Environmental Laws), union and labour relations and pension matters;

(s) the Lender and the Borrower will have entered into, executed and delivered, the Lender’s Option and the Lender’s Distribution Agreement, all on terms satisfactory to the parties, acting reasonably;

(t) concurrently therewith, the Borrower shall complete the FNL Transaction on terms and conditions satisfactory to the Lender;

(u) the Lender shall have received the Origination Fee (Section 4.6) and the Work Fee (Section 4.7);

(v) on or prior to Closing, Borrower will have completed an offering of Borrower’s equity securities or securities convertible into equity securities of at least $250,000;

(w) that certain agreement dated between FNL and inLife Business Development Group LLC shall and have been amended in a manner satisfactory to Lender;

(x) the execution and delivery of the Warrant by the Borrower;

(y) the execution and delivery by the Borrower of a warrant agreement giving effect to the Lender’s Additional Equity, on terms satisfactory to the Parties; and

(z) the Closing Date occurs by no later than January 23, 2015.

ARTICLE 11 - EVENTS OF DEFAULT

11.1 Events of Default.

The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder:

(a) the failure of the Borrower to pay any principal hereunder when due; or

(b) the failure of the Borrower to pay any interest or other Obligations (other than principal hereunder) when due, which failure continues unremedied for three (3) Business Days; or

(c) the failure of (i) Borrower to perform, keep or observe in a material respect any of the financial covenants in Section 9.1 (x) of this Agreement, (ii) Borrower to perform, keep or observe any of the other covenants, conditions, promises, agreements or obligations under this Agreement (other than as described in Sections 11.1(a) and (b) and other than those covenants, conditions, promises, agreements or obligations referred to in (i) above) or in any of the Loan Documents, in each case which failure is not cured within thirty (30) days of receipt of written notice from the Lender of such failure; or

(d) the making or furnishing by Borrower or any director or officer thereof to the Lender of any representation, warranty, certificate, schedule, report or other communication of a material nature within or in connection with this Agreement or the Loan Documents, which is untrue or misleading in any material respect when made; provided that, no Event of Default under this Section 11.1(d) will occur if such representation, warranty or other communication was not intentionally untrue or misleading, is capable of being corrected within thirty (30) days of being made and is diligently corrected within such thirty (30) day period; or

(e) if Borrower ceases or threatens to cease to carry on business generally or admits it inability or fails to pay its debts generally; or

(f) if (i) the Borrower fails to make any payment when such payment is due and payable to any Person in relation to any indebtedness for borrowed money or other indebtedness or liabilities arising in respect of any other Debt which in the aggregate principal amount then outstanding is in excess of $100,000 and such payment is not made within any applicable cure or grace period; or (ii) the Borrower defaults in the observance or performance of any other agreement or condition in relation to any such indebtedness to any Person which in the aggregate principal amount then outstanding is in excess of $100,000 or contained in any instrument or agreement evidencing, securing or relating thereto and such default is not waived or cured within any applicable cure or grace period; or

(g) if Borrower denies its obligations under any Loan Document or claims any of the Loan Documents to be invalid or withdrawn in whole or in part; or

(h) any of the Loan Documents or any material provision of any of them becomes unenforceable, unlawful or is changed by virtue of legislation or by a court, statutory board or commission, in each case in a manner that is adverse to the Lender, if Borrower does not, within fifteen (15) Business Days of receipt of notice of such Loan Document or material provision becoming unenforceable, unlawful or being changed and being provided with any required new agreement or amendment for execution by the Lender (acting reasonably), replace such Loan Document with a new agreement that is in form and substance satisfactory to the Lender or amend such Loan Document to the satisfaction of the Lender; or

(i) if a decree or order of a court of competent jurisdiction is entered adjudging Borrower a bankrupt or insolvent or approving a petition seeking the winding-up of Borrower under the United States Bankruptcy Code or any other bankruptcy, insolvency or analogous laws or issuing sequestration or process of execution against any substantial part of the Property of Borrower or ordering the winding up or liquidation of its affairs; or

(j) if Borrower becomes insolvent, makes any assignment in bankruptcy or makes any other similar assignment for the benefit of creditors, makes any proposal under the United States Bankruptcy Code or any comparable law, seeks relief under any other bankruptcy, insolvency or analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other Person with similar powers of itself or of all or any substantial portion of its assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under any applicable bankruptcy, insolvency, moratorium, reorganization or other similar law affecting creditors’ rights or consents to, or acquiesces in, the filing of such a petition; or

(k) if any proceeding or filing shall be instituted or made against Borrower seeking to have an order for relief entered against Borrower as debtor or to adjudicate it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment or composition under any law relating to bankruptcy, insolvency, reorganization or relief or debtors (including, without limitation, the United States Bankruptcy Code or seeking appointment of a receiver, trustee, custodian or other similar official for Borrower or for any substantial part of its properties or assets unless the same is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or permanently stayed within thirty (30) days of institution; or

(l) if a Person takes possession by appointment of a receiver, receiver and manager, or otherwise of any material portion of the Property of Borrower; or

(m) if a final judgment, execution, writ of seizure and sale, sequestration or decree for the payment of money due shall have been obtained or entered against the Borrower in an amount in excess of $100,000 and such judgment, execution, writ of seizure and sale, sequestration or decree shall not have been and remain vacated, satisfied, discharged or stayed pending appeal within the applicable appeal period; or

(n) if any of the Security shall cease to be a valid and perfected first-priority security interest subject only to Permitted Liens and the Borrower shall have failed to remedy such default within fifteen (15) Business Days of the Borrower becoming aware of such fact; or

(o) if an event of default occurs under any Material Contract or Material Licence of Borrower and which is committed by Borrower (other than an event of default specifically dealt with in this Section) and such event of default has or would reasonably be expected to have a Material Adverse Effect and is not remedied within fifteen (15) days after the Borrower becomes aware of such event of default; or

(p) if any of the following events shall occur with respect to any Pension Plan:

(i) the institution of any steps by Borrower or any member of its Controlled Group or any applicable regulatory authority to terminate a Pension Plan (wholly or in part) if, as a result of such termination, Borrower may be required to make an additional contribution to such Pension Plan, or to incur an additional liability or obligation to such Pension Plan or ERISA Plan, equal to or in excess of $100,000 or the equivalent thereof in another currency; or

(ii) any Reportable Event or Prohibited Transaction occurs; or

(iii) a contribution failure occurs with respect to any ERISA Plan maintained by the Borrower or any member of its Controlled Group sufficient to give rise to a lien or charge under Section 302(f) of ERISA or under any applicable pension benefits legislation in any other jurisdiction; or

(q) if a Change of Control occurs; or

(r) all or any material part of the Property of Borrower shall be nationalized, expropriated or condemned, seized or otherwise appropriated, or custody or control of such Property of Borrower shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental Authority, in each case which has or would reasonably be expected to have a Material Adverse Effect except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect;

(s) if any order is made by any Governmental Authority in relation to the Borrower, or there is any change of law, or the interpretation or administration therefore, in each case, which in the reasonable opinion of the Lender, operates to prevent or restrict the trading of the common shares of the Borrower;

(t) if the Lender’s Equity is not issued to Lender within the ten (10) days following Closing; or (u) if the Borrower fails to make either of the “Additional Payments” as defined in and pursuant to the FNL Asset Purchase Agreement on the due dates thereof.

11.2 Acceleration and Termination of Rights.

If any Event of Default shall occur and be continuing, all Obligations owing by the Borrower under the Loan Documents shall, at the option of the Lender, become immediately due and payable, all without notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by Borrower; provided, if any Event of Default described in Section 11.1(e), 11.1 (i) through 11.1 (k) with respect to the Borrower shall occur, the outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable. In such event the Lender may, in its discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against Borrower authorized or permitted by law for the recovery of all the Obligations of the Borrower to the Lender and proceed to exercise any and all rights hereunder and under the Security and no such remedy for the enforcement of the rights of the Lender shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

11.3 Remedies Cumulative and Waivers.

For greater certainty, it is expressly understood and agreed that the rights and remedies of the Lender hereunder or under any other Loan Document or instrument executed pursuant to this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by law or by equity; and any single or partial exercise by the Lender of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or any other Loan Document shall not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which the Lender may be lawfully entitled for such default or breach. Any waiver by the Lender of the strict observance, performance or compliance with any term, covenant, condition or other matter contained herein and any indulgence granted, either expressly or by course of conduct, by the Lender shall be effective only in the specific instance and for the purpose for which it was given and shall be deemed not to be a waiver of any rights and remedies of the Lender under this Agreement or any other Loan Document as a result of any other default or breach hereunder or thereunder.

11.4 Saving.

The Lender shall not be under any obligation to the Borrower or any other Person to realize any Collateral or enforce the Security or any part thereof or to allow any of the Collateral to be sold. dealt with or otherwise disposed of. The Lender shall not be responsible or liable to Borrower or any other Person for any loss or damage upon the realization or enforcement of, the failure to realize or enforce the Collateral or any part thereof or the failure to allow any of the Collateral to be sold, dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in connection with any of the foregoing, except that the Lender may be responsible or liable for any loss or damage arising from the wilful misconduct or gross negligence of Lender.

11.5 Third Parties.

No Person dealing with the Lender or any agent of the Lender shall be required to inquire whether the Security has become enforceable, or whether the powers which the Lender is purporting to exercise have been exercisable, or whether any Obligations remain outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the Collateral charged by such Security or any part thereof.

11.6 Set-Off or Compensation.

In addition to and not in limitation of any rights now or hereafter granted under Applicable Law, if repayment is accelerated pursuant to Section 11.2, the Lender may at any time and from time to time without notice to the Borrower or any other Person, any notice being expressly waived by the Borrower, set-off and compensate and apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, and any other indebtedness at any time owing by the Lender, to or for the credit of or the account of the Borrower, against and on account of the Obligations notwithstanding that any of them are contingent or unmatured.

ARTICLE 12 - INDEMNIFICATION, ETC.

12.1 General Indemnity.

The Borrower agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, and each of its Affiliates, and Subsidiaries, and its respective officers, directors, employees, legal counsel and agents (each an “Indemnified Party”) from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including, without limitation, the disbursements and the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, provincial, state or local laws or regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, the making and/or the management of the Loan or the use or intended use of the proceeds of the Loan; provided, however that the Borrower shall have no obligation hereunder to any Indemnified Party to the extent that such Losses were caused by or resulted from the wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by Applicable Law. Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

12.2 Taxes.

All payments made by the Borrower under this Agreement and the Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, assessments, imposts, deductions, charges, or withholdings imposed by any foreign, federal, provincial, state, local or other jurisdiction or any Governmental Authority thereof or political subdivision or taxing authority therein, excluding taxes imposed on the net income or the capital of the Lender (all such non-excluded taxes being hereinafter called “Taxes”)- If any Taxes are required to be withheld from any amounts so payable to the Lender hereunder or under any Loan Documents the amounts so payable shall be increased to the extent necessary to yield to the recipient (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement or any other Loan Documents. If the Borrower is required by Applicable Law to make any deduction or withholding on account of any Taxes or other amount from any sum paid or expressed to be payable to the Lender under this Agreement or any other Loan Document, then: (i) the Borrower shall notify the Lender of any such requirement or any change in any such requirement as soon as it becomes aware of it; (ii) the Borrower shall pay any such Taxes or other amount before the date on which penalties attached thereto become due and payable; (iii) the sum payable by the Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the recipient receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a sum equal to that which it would have received and so retained had no such deduction, withholding or payment been required or made; and (iv) within thirty (30) days after payment of any sum from which the Borrower is required by Applicable Law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Taxes or other amount which it is required by clause (ii) above to pay, it shall deliver to the Lender all such certified documents and other evidence as to the making of such deduction, withholding or payment as (A) are reasonably satisfactory to the Lender as proof of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority and (B) are reasonably required by the Lender to enable it to claim a tax credit with respect to such deduction, withholding or payment. If the Borrower fails to pay any Taxes when due to the appropriate taxing authority, the Borrower shall indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of any such failure. The provisions of this Section 12.2 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement.

ARTICLE 13 - GENERAL PROVISIONS

13.1 Notice.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand delivery as hereinafter provided. Any such notice, if sent by fax or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notices of change of address shall also be governed by this Section 13.1. Notices and other communications shall be addressed as follows:

	(a)	if to the Borrower:

		Synergy Strips Corp. c/o Jack Ross 865 Spring Street Westbrook, Maine 04092 Fax:

		E-mail: jack.ross@purebrands.ca

		with a copy to:

		Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 U.S.A.
		Attention: W. David Mannheim, Esq.
		Fax No. (919)781-4865
		E-mail: dmannheim@wyrick.com

	(b)	if to the Lender:

		Knight Therapeutics (Barbados) Inc.
		Chancery
		House High
		Street
		Bridgetown, St. Michael
		BB11128
		Barbados, WI
		Attention: Andrew C. Ferreira
		Telecopier: 1-246-431-0076

		with a copy to:

		Davies Ward Phillips & Vineberg LLP 900
		New York, NY 10022 U.S.A.

		Attention: Hillel W. Rosen
		Telecopier: (212)308-0132

13.2 Choice of Governing Law and Construction.

Except as expressly set forth therein, this Agreement and the other Loan Documents (unless expressly stated otherwise in the other Loan Documents) shall be governed by the laws of the State of New York therein as to interpretation, enforcement, validity, construction, effect, and in all other respects, including, without limitation, the legality of the interest rate and other charges, but excluding perfection and realization of the security interests and hypothecs in the Collateral, which shall be governed and controlled by the laws of the relevant jurisdiction.

13.3 Attornment.

The Parties hereto irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the State of New York for all matters arising out of, or in connection with, this Agreement and the other Loan Documents.

13.4 Press Releases.

Each party hereto agrees that it will promptly provide the other party with drafts of any press releases relating to the subject matter hereof, including the entering into of this Agreement, for review and comment prior to the issuance thereof, such review and comments not to be unreasonably withheld or delayed.

13.5 Modification and Benefit of Agreement.

This Agreement and the other Loan Documents may not be modified, altered or amended except by an agreement in writing signed by the Borrower and the Lender. The Borrower may not sell, assign or transfer this Agreement, or the other Loan Documents or any portion thereof including, without limitation, the Borrower’s right, tide, interest, remedies, powers or duties thereunder. The sale, assignment, transfer or other disposition by the Lender, at any time and from time to time hereafter, of this Agreement, or the other Loan Documents, or of any portion thereof, or participation therein including, without limitation, the right, title, interest, remedies, powers and/or duties of the Lender thereunder will require the prior written consent of the Borrower (not to be unreasonably withheld or delayed), unless an Event of Default is continuing or unless such sale, assignment, transfer or other disposition is to an Affiliate or Associate of the Lender. The Borrower agrees that it shall execute and deliver such documents as the Lender may request in connection with any such sale, assignment, transfer or other disposition. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and permitted assigns.

13.6 Power of Attorney.

The Borrower acknowledges and agrees that its appointment of the Lender as its attorney and agent for the purposes specified in this Agreement is an appointment coupled with an interest and shall be irrevocable until all of the Obligations are paid in full and this Agreement is terminated.

13.7 Waivers, Confidentiality, Information Sharing.

(a) In no event shall any party hereto be liable for lost profits or other special or consequential damages.

(b) To the maximum extent permitted by Applicable Law, the Borrower hereby waives all rights to a hearing of any kind prior to the exercise by the Lender of its rights to repossess the Collateral without judicial process or to reply, attach or levy upon such Collateral without prior notice or hearing.

(c) To the maximum extent permitted by Applicable Law, the Borrower hereby waives demand, presentment, protest and notice of nonpayment.

(d) Failure of the Lender, at any time or times hereafter, to require strict performance by the Borrower of any provision of this Agreement or any of the other Loan Documents shall not waive, affect or diminish any right of the Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by the Lender of a Default or Event of Default under this Agreement or any default under any of the Loan Documents shall not suspend, waive or affect any other Default or Event of Default under this Agreement or any other default under any of other Loan Documents, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of the Lender in the exercise of any right or remedy under this Agreement or any other Loan Documents shall preclude any other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of the Borrower contained in this Agreement or any of the other Loan Documents and no Default or Event of Default under this Agreement or default under any of the other Loan Documents shall be deemed to have been suspended or waived by the Lender unless such suspension or waiver is in writing, signed by duly authorized officer(s) of the Lender and directed to the Borrower specifying such suspension or waiver.

(e) The Borrower hereby agrees and acknowledges that the Lender shall be permitted to share with any of its Affiliates, any information concerning the Borrower, Borrower, this Agreement and all other Loan Documents, and the subject matter thereof, that the Lender has or will have in its possession.

13.8 Timing of Payments.

Any payment received by the Lender after 3:00 p.m. (Montreal time) on a Business Day, or on any day that is not a Business Day, shall be credited to the account of the Borrower on the following Business Day.

13.9 Judgment Currency.

If in the recovery by the Lender of any amount owing hereunder in any currency, judgment can only be obtained in another currency and because of changes in the exchange rate of such currencies between the date of judgment and payment in full of the amount of such judgment, the amount of recovery under the judgment differs from the full amount owing hereunder, the Borrower shall pay any such shortfall to the Lender, and such shortfall can be claimed by the Lender against the Borrower as an alternative or additional cause of action and any surplus received by the Lender will be repaid to the Borrower.

13.10 Severability.

If any provision of this Agreement is held to be prohibited by or invalid under Applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of this Agreement.

13.11 Conflicts.

In the event there occurs any conflict or inconsistency between any provision hereof and any provision of the other Loan Documents, the provision hereof, to the extent of any such conflict or inconsistency, shall govern.

13.12 Entire Agreement.

This Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and thereto and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof and may not be contradicted by evidence of prior or contemporaneous agreements of the parties. There are no unwritten oral agreements between the parties related to the subject matter of this Agreement and the other Loan Documents.

13.13 Counterpart Execution/Electronic Delivery.

This Agreement may be executed in counterpart and delivered by fax or other electronic means of delivery.

13.14 English Language.

At the request of the parties, this Agreement and the other Loan Documents have been negotiated in the English language and will be or have been executed in the English language. Les soussignes ont expressement demande que ce document et tous les documents annexes soient rediges en langue anglaise.

IN WITNESS WHEREOF, the Borrower has duly executed this Agreement as of the date set out on the first page hereof.

	SYNERGY STRIPS CORP.

	Per:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	CFO and Corporate Secretary

	KNIGHT THERAPEUTICS (BARBADOS) INC.

	Per:	/s/ [Unintelligible]
	Name:	Chancery Corporate Services Limited
	Title:	Secretary

Signature Page- Loan Agreement

SCHEDULE 8.2

COMPLIANCE CERTIFICATE

TO:	KNIGHT THERAPEUTICS (BARBADOS) INC.
	Chancery House, High Street Bridgetown, St. Michael BB 11128, Barbados WI
	Attention: Andrew C. Ferreira
	Telecopier: 1-246-431-0076
FROM:	SYNERGY STRIPS CORP.
DATE:	●, 2015

1. This Compliance Certificate is delivered to you, as Lender, pursuant to the Loan Agreement made as of January 21, 2015 between the Borrower and the Lender, as amended, supplemented, restated or replaced from time to time (the “Loan Agreement”). All defined terms set forth, but not otherwise defined, in this notice shall have the respective meanings set forth in the Loan Agreement, unless the context requires otherwise.

2. I am the duly appointed ● of the Borrower and am providing this Certificate pursuant to the Loan Agreement.

3. Iam familiar with the Loan Agreement for purposes of delivering this Certificate.

4. The Borrower is in compliance with the Financial Covenants set forth in Section 9. l(x) of the Loan Agreement, namely:

	(a)	EBITDA for the six (6) months ending ● was $●;

	(b)	for the Fiscal Quarter ending ●, Net Debt to TTM EBITDA Ratio was ●;

	(c)	as at ●, the cash balance was $●.

5. Attached as Schedule A is a list of additional Material Contracts and Material Licenses entered into since the date of the prior Compliance Certificate.

6. All rent payable to any landlord of leased real premises is up to date and there is no default by the Borrower under any such lease.

7. As of the date hereof, the Borrower is and will be in compliance with all of the terms and conditions of the Loan Agreement to which it is a party and no Default or Event of Default is continuing under the Loan Agreement.

IN WITNESS WHEREOF, I have signed this Certificate.

	SYNERGY STRIPS CORP.

	Per:
	Name:
	Title:

Schedule A

MATERIAL CONTRACTS AND LICENSES

EXHIBIT 10.6

PRODUCT DISTRIBUTION OPTION AGREEMENT

(the “Agreement”)

ENTERED INTO this 22 ^st day of January, 2015 (the “Effective Date”)

BETWEEN:	KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed
	under the laws of Barbados;
	(hereinafter referred to as “Optionee”);

AND:	SYNERGY STRIPS CORP., a corporation formed under the laws of
	the State of Nevada;
	(hereinafter referred to as “Optioner”).

PREAMBLE

WHEREAS Optionee has agreed to grant a loan (the “Loan”) to Optioner pursuant to the terms and conditions of that certain credit agreement between the Optionee and the Optioner dated as of the date hereof (the “Credit Agreement”);

WHEREAS the Loan is granted in consideration for, among other things, an option on the exclusive distribution right on Products (as this term is defined in Schedule A hereto) in Canada;

WHEREAS the option on the right to distribute Products in Canada will be governed by the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	GENERAL

1.1	Preamble and Schedules. The preamble herein and schedule which is attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.

1.2	Choice of Law and Attornment. This Agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by and construed in accordance with the laws applicable in the Province of Quebec, Canada. Any dispute arising in connection with this Agreement shall be resolved exclusively in the district of Montreal through the courts of Quebec, Canada.

2.	OPTION

2.1	Optioner hereby grants to Optionee an exclusive right to negotiate the exclusive distribution right for any one or more Products for the territories of Canada, Russia, Sub-Sahara Africa and Israel (each a “Territory” and collectively, the “Territories”) pursuant to the parameters detailed in Schedule A attached hereto (the “Option”).

2.2	The Option shall commence on the Effective Date of this Agreement and, unless extended by mutual written agreement between the parties, shall subsist until January 31,2045 (the “Option Period”) and will be automatically renewed for successive additional five (5) year periods, unless either party provides a notice of termination prior to the then applicable Option Period expiry date.

2.3	Subject to the Loan being granted by Optionee to Optioner, the Option may be exercised by Optionee at any time or from time to time during the Option Period by serving a written notice to Optioner indicating its will to exercise the Option (the “Exercised Option”). The notice shall specify which one or more Products the Optionee wishes to distribute and which one or more of the Territories it wishes to distribute the Produces) in.

2.4	Upon Optioner’s receipt of a written notice indicating the Optionee’s intent to exercise the Option, the Parties shall have a maximum delay of ninety (90) days to negotiate in good faith, conclude and execute the final terms and conditions of a distribution agreement based on the terms detailed in the Schedule A of the Agreement (the “Exercised Option Period”).

2.5	During the Exercised Option Period, Optioner will continue to be responsible for the preparation, filing, prosecution, maintenance and defence of the patents and regulatory approvals for the Products in the applicable Territory and costs related thereto.

2.6	Should Optionee not exercise the Option within the Option Period, Optioner shall thereafter be free to enter into agreements or distribution arrangements regarding the distribution rights for Products in the Territories on terms and conditions that are not more favourable to the third party than those offered by Optionee. Should the Parties not execute a distribution agreement within the Exercised Option Period provided for in Section 2.4 in respect of Produces) or Territories that were the subject of an Exercised Option, Optioner shall thereafter be free to enter into any agreements or arrangements regarding the distribution rights for such Produces) and such Territories.

2.7	All intellectual property disclosed and materials transferred by the Optioner to the Optionee pursuant to this Agreement do not in any way imply a transfer of any of Optioner’s ownership rights in said intellectual property disclosed and shall remain the exclusive property of the Optioner.

2.8	In the event that Optioner acquires a Product for which a third party has a pre-existing exclusive Territory license prior to (i) Optioner signing a letter of intent relating to the Product, or (ii) 60 days prior to Optioner reaching definitive agreements relating to the Product, the licensor will be entitled to maintain the license until the expiry date of such pre-existing license at which time the license will, at Optionee’s option, be transferred to Optionee on the terms set forth in Schedule A.

3.	NOTICE

Any notices served under this Agreement shall be made in writing and sent by registered or recorded delivery post address to:

	If to the Optioner:	Synergy Strips Corp.
		Attn: Jack Ross 865
		Spring Street
		Westbrook ME
		04092

	with a copy to:	Wyrick Robbins Yates & Ponton LLP
		Attn: W. David Mannheim 4101
		Lake Boone Trail, Suite 300
		Raleigh, NC 27607

	If to the Optionee:	Chancery House
		High Street
		Bridgetown, St. Michael
		BB11128 Barbados, Wl

	To the attention of:	Andrew C. Ferreira +1-246-431-0076
	Fax No.:
		DAVIES WARD PHILLIPS & VINEBERG S.E.N.C.R.L., s.r.I./LLP Attn: Hillel W. Rosen 900 Third Avenue 24th Floor New York, NY 10022 U.S.A.

With a copy to: 4

Neither party shall be entitled to assign, transfer or sub-contract nor give as a security interest, the Option right under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

[Signature Page Follows]

IN WITNESS WHEREOF the parties have executed this Agreement, as follows:

	SYNERGY STRIPS CORP.

	Per:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	CFO and Corporate Secretary

	KNIGHT THERAPEUTICS
	(BARBADOS) INC.

	Per:	/s/[Unintelligible]
	Name:	Chancery Corporate Services Limited
	Title:	Secretary

Signature Page to Product Distribution Option Agreement

SCHEDULE A

TERM SHEET

The following sets out the terms for a distribution agreement contemplated between the Optioner and the Optionee (also referred to as “Synergy” and “Knight” respectively in this Schedule A), in relation to the Products. The terms set out below are intended to set out the material commercial terms to be included in the final distribution agreement to be entered into between the parties. The Optioner and the Optionee acknowledge that they shall not renegotiate said material commercial terms unless both parties agree to do so based on good faith negotiations. The parties acknowledge that entering into the arrangement contemplated by these terms is subject to good faith negotiation of the terms of a legally binding distribution agreement. The terms defined in the body of the Agreement shall continue to apply for this Schedule A.

1. Rights granted	Exclusive distribution right for Products in Canada, Russia, Sub-Sahara Africa and/or Israel (each a “Territory”) for no less than 15 years.

2. Products	“Products” means all of Synergy’s and its Affiliate’s current and future products, including the FOCUSFactor product.

3. Supply Cost	Knight would pay to Synergy the Cost of Goods plus 10% of the Cost of Goods resulting from the sales of the Products in the applicable Territory. “Cost of Goods” means, with respect to the Products, the production cost of such Products (for the avoidance of doubt, including manufacturing oversight and quality assurance) calculated in accordance with internal cost accounting methods consistently applied by Synergy for its other similar pharmaceutical products; provided, that such methods comply with IFRS. Cost of Goods shall include direct labor, direct materials (including taxes and duties), but exclude corporate administrative overhead, any costs associated with excess capacity, any royalties or license fees payable to third parties and any other indirect costs. Notwithstanding the foregoing, in the event the Product is manufactured by a third party supplier and procured by Synergy, the “Cost of Goods” shall include the costs charged for such Product by such third party supplier to Synergy.

4. Term	15 years from date of commercial launch in the applicable Territory of the applicable Product with successive automatic renewals of 15 years each, unless Synergy pays the Repurchase Amount.

5. Synergy’s repurchase of distribution rights	Should Synergy wish to repurchase the distribution right on a Product for Territories from Knight in lieu of the automatic renewal referred to above, it may do so by paying to Knight the Repurchase Amount, being an amount equal to the Net Sales for the Product in the Territories over the previous 24 months prior to the end of the applicable Term. “Net Sales” means the gross amounts invoiced by or on behalf of Knight and its Affiliates (defined below) for sales of Products to third parties that are not Affiliates of Knight in bona fide, arms-length transactions, less the following deductions if and to the extent they are (i) determined in accordance with Knight’s accounting standards which are in accordance with IFRS, (ii) actually taken by Knight or its Affiliates and (iii) included in the gross invoiced sales price of any Products or otherwise directly paid or incurred by Knight or its Affiliates with respect to the sale of Products:

	(a) cash discounts; (b) rebates; (c) direct to customer discounts; (d) charge-backs; (e) bad debt; (f) amounts repaid or credited by reasons of defects, rejections, recalls, returns; and (g) tariffs, duties, excise, sales, value-added and other similar taxes (other than taxes based on income). “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” , for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

6. Covenants of Knight	Knight would agree to perform, among other things, each of the following covenants: (a) Preparing and filing all applications and seeking regulatory approvals in the applicable Territory for the Products, including the payment of fees in connection therewith; (b) Assuming the reasonable costs of intellectual property filings (including trademark filings), procurement and maintenance for all intellectual property applications and registrations associated with the Products in the applicable Territory, provided that, notwithstanding any limited licence thereof, ownership of all intellectual property rights relating to the Products shall remain the exclusive property of Synergy; (c) Assuming all marketing, sales and distribution expenses related to the promotion of the Products in the applicable Territory; and (d) Preparing an annual marketing and sales plan relating to the Products in the applicable Territory.

7. Covenants of Synergy	Synergy would agree to perform, among other things, each of the following covenants: (a) Providing Knight with all documentation relating to the submissions for regulatory approval to the U.S. Food and Drug Administration or the European Medicines Agency for the Products within one month from submission; (b) Where applicable, providing reasonable assistance to Knight with the regulatory submission of the Products in the applicable Territory; (c) Providing full assistance and cooperation with respect to securing intellectual property protection in the applicable Territory for the Products (including reasonable trademark protection), provided that, notwithstanding any limited licence thereof, ownership of all intellectual property rights relating to the Products shall remain the exclusive property of Synergy; (d) Not to assign the intellectual property associated with the Products to any third party, other than (i) to wholly owned affiliates of

	Synergy, or (ii) in connection with a sale of all or substantially all of the assets of Synergy; (e) Selling the Products in finished packaged form to Knight; (f) Coordinating launch activities with Knight, including pharmacovigilence, pricing, reimbursement, positioning and health care conferences; (g) Providing international marketing and sales materials; (h) Providing trademarks for the applicable Territory.

8. Right to sublicense	Knight shall have the right to sublicense its distribution rights on Products or to use third party service providers for the distribution of the Products in the applicable Territory.

9. Others Provisions	If the Option is exercised by Knight, a complete distribution agreement including all the other terms and conditions usually used in such agreement will be prepared by Knight in the English language and presented to Synergy for negotiation in good faith. The parties agree to use the FOCUSFactor Distribution Agreement as their standard agreement, as applicable.

EXHIBIT 10.7

DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT

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 )

RECITALS

WHEREAS Synergy owns or licenses all right, title and interest in and to certain patents, trademark(s) and Know-How relating to an ingestible dietary supplement product known as FOCUSFactor and including FOCUSFactor Kids;

WHEREAS Synergy owns or licenses all right, title and interest in and to certain patents, trademark(s) and Know-How relating to an ingestible dietary supplement product known as Synergy Strips;

WHEREAS Knight wishes to be appointed by Synergy as exclusive distributor, to offer to sell and sell the Licensed Products in the Territory and Synergy is willing to grant such exclusive appointment;

WHEREAS Knight wishes to procure the Licensed Products from Synergy and Synergy wishes to supply the Licensed Products to Knight;

NOW THEREFORE in consideration of the mutual promises and covenants contained herein, the Parties, intending to be legally bound, agree as follows:

1	DEFINITIONS

1.1	Definitions. The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Section:

“Additional Territory” has the meaning set forth in Section 11.

“Adverse Drug Reaction” means a noxious and unintended response to a drug, which occurs at doses normally used or tested for the diagnosis, treatment, or prevention of a disease or the modification of an organic function.

“Adverse Drug Event” means any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product and which does not necessarily have to have a causal relationship with this treatment.

“Affiliate” means any corporation, firm, partnership or other entity that directly or indirectly controls, is controlled by or is under common control with a Party, with “control” meaning ownership of greater than fifty percent (50%) of the voting stock or other voting interests in the Party or the right to receive over fifty percent (50%) of the profits or earnings of the Party. Such other relationship as in fact results in actual control over the management, business, and affairs of a Party shall also be deemed to constitute control.

“Agreement”, “hereto”, “hereunder”, “herein” and similar expressions mean this License, Development and Supply Agreement.

“Applicable Laws” means any law, regulation, rule, guidance, order, judgment or decree having the force of law in the Territory.

“Business Day” means any day other than (i) Saturday or Sunday or (ii) a day that is a legal holiday in either of Barbados or New York, New York, or (iii) any other day on which banks in either of Barbados or New York, New York are required to be closed.

“Calendar Quarter” means the three (3) month periods ending on March 31, June 30, September 30 and December 31 in each Calendar Year.

“Calendar Year” means, in respect of any particular year, the one (1) year period beginning on January 1 and ending on December 31.

“Commercial Sale” means any shipment of the Licensed Products in the Territory pursuant to an arm’s length sale by Knight or its Affiliates to a Third Party.

“Commercialize” means marketing, using, distributing, promoting, offering for sale, and selling the Licensed Products.

“Cost of Goods” means, with respect to the Licensed Products, the production cost of such Licensed Products (for the avoidance of doubt, including, without limitation, manufacturing oversight and quality assurance) calculated in accordance with internal cost accounting methods consistently applied by Synergy for its other similar pharmaceutical products; provided, that such methods comply with IFRS. Cost of Goods shall include direct labor, direct materials (including taxes and duties), but exclude corporate administrative overhead, any costs associated with excess capacity, any royalties or license fees payable to third parties and any other indirect costs. Notwithstanding the foregoing, in the event a Licensed Product is manufactured by a Third Party supplier and procured by Synergy, the “Cost of Goods” shall include the costs charged for such Licensed Product by such Third Party supplier to Synergy.

“Effective Date” means the date specified in the initial paragraph of this Agreement.

“Force Majeure” has the meaning set forth in Section 12.6.

“GMP” means good manufacturing practices as required under the rules of the applicable Governmental Authority in the Territory.

“Governmental Authority” means any federal, state, provincial, or municipal government body, commission, agency, board, court or tribunal in the Territory and having jurisdiction in the particular circumstances.

“Improvements” means any new indications, dosage strengths, reformulations, line extensions or other advances in, modifications or improvements to the Licensed Products.

“Initial Term” has the meaning set forth in Section 9.1.

“Know-How” means all scientific, technical, manufacturing, marketing, production, sales and other information relating to the Licensed Products that is known to or controlled by Synergy and which is reasonably necessary for the Commercialization of the Licensed Products in accordance with the terms of this Agreement.

“Launch” means the date of the first Commercial Sale in the Territory of the applicable Licensed Product.

“Licensed Products” means each of FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all Improvements thereto. “Licensed Product” means either of them.

“Long Term Inability to Supply” shall mean the inability to supply at least seventy percent (70%) of the volumes of a Licensed Product indicated in the current forecast that exceeds one hundred and twenty (120) days.

“Knight Indemnified Party” has the meaning set forth in Section 8.5.

“Net Sales” means the gross amounts invoiced by or on behalf of Knight and its Affiliates for sales of Products to third parties that are not Affiliates of Knight in bona fide, arm’s-length transactions, less the following deductions if and to the extent they are (i) determined in accordance with Knight’s accounting standards which are in accordance with IFRS, (ii) actually taken by Knight or its Affiliates and (iii) included in the gross invoiced sales price of any Licensed Products or otherwise directly paid or incurred by Knight or its Affiliates with respect to the sale of Licensed Products:

	(a)	cash discounts;

	(b)	rebates;

	(c)	direct to customer di scounts;

	(d)	charge-backs;

	(e)	bad debt;

	(f)	amounts repaid or credited by reasons of defects, rejections, recalls, returns; and

	(g)	tariffs, duties, excise, sales, value-added and other similar taxes (other than taxes based on income).

“Non-Renewal Fee” has the meaning set forth in Section 9.7.

“Non-Renewal Notice” has the meaning set forth in Section 9.1.

“Party” means either Synergy or Knight and “Parties” means both Synergy and Knight.

“Regulatory Approval” means any and all approvals, marketing authorizations, registrations and licenses (including amendments and supplements thereto) necessary from a Governmental Authority for the Commercialization or manufacture of the Licensed Products in or for the Territory.

“Regulatory Submissions” means all applications, filings, dossiers and the like submitted to a Governmental Authority for the purpose of obtaining Regulatory Approval.

“Renewable Term” has the meaning set forth in Section 9.1.

“SDEA” means the Safety Data Exchange Agreement to be entered into by the Parties within ninety (90) days after the Effective Date.

“Short Term Inability to Supply” shall mean the inability to supply at least seventy percent (70%) of the volumes of a Licensed Product indicated in the current forecast that continues for more than sixty (60) days but less than one hundred and twenty (120) days.

“Specifications” means the finished product specifications for each Licensed Product as required by the applicable Regulatory Approval and as may be modified from time to time in accordance with the provisions of this Agreement.

“Supply Price” has the meaning set forth in Section 6.2.

“Synergy Indemnified Party” has the meaning set forth in Section 8.6.

“Synergy Marks” means the trade-marks “FOCUSFactor”, and any other marks Synergy may adopt for use for the Licensed Products.

“Synergy Patents” means all patents in the Territory, including patent applications, continuations, divisional patents, re-examined patents, reissued patents, and foreign equivalents thereof, that are owned by or licensed to Synergy which claim inventions reasonably necessary for the Commercialization of the Licensed Products in the Territory.

“Term” means the Initial Term or a Renewal Term.

“Territory” means Canada and, subject to Section 12, may also include one or more of the Additional Territories.

“Third Party” means any person other than the Parties and their Affiliates.

1.2	Other Definitional and Agreement References. References to any agreement, contract, statute, act, or regulation are to that agreement, contract, statute, act, or regulation as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof

1.3	Ambiguities. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.

1.4	Sections and Headings. The term “Section” refers to the specified Section of this Agreement, unless otherwise specified. Headings and captions of the Sections hereof are for convenience only and are not to be used in the interpretation of this Agreement.

1.5	Canadian Dollars. References in this Agreement to “Dollars” or “$” shall mean the legal tender of the United States, unless otherwise noted.

1.6	Date References. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

1.7	Gender. Words of one gender include the other gender.

1.8	Include, Includes, Including. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

1.9	Solidary Obligations. Unless specified otherwise in this Agreement, the obligations of any Party consisting of more than one person are solidary (joint and several).

1.10	No Strict Construction. This Agreement has been prepared jointly and shall not be strictly construed against either Party.

1.11	Number of Days. Whenever this Agreement refers to a number of days, unless otherwise specified, such number shall refer to calendar days.

1.12	Party References. Reference to any Party includes the successors and permitted assigns of that Party.

1.13	Singular/Plural. Words using the singular or plural number also include the plural or singular number, respectively.

2.	GRANT OF RIGHTS

2.1	Appointment. Subject to the terms of this Agreement, Synergy, on behalf of itself and its Affiliates, hereby appoints Knight as its exclusive distributor of Licensed Products in the Territory for the Term and further grants to Knight and Knight hereby accepts, for the Term, and for the Territory only, an exclusive license under the Synergy Patents and Know-How to Commercialize the Licensed Products.

2.2	Sublicensing. Knight may sublicense its rights granted hereunder or use sub-distributors or third party service providers to exercise its right or fulfill its obligations hereunder. All sublicense agreements, distribution or other arrangements or agreements shall be consistent with the terms and conditions of this Agreement, and Knight assumes full responsibility for any actions taken by or omissions by any sublicensee, distributor or other party and any of the expenses, costs, or fees incurred by any sublicensee, distributor or other party.

2.3	No Implied Licenses. Neither Party grants to the other Party any right or license to use any of its intellectual property, Know-How or other proprietary information, materials or technology, or to practice any of its patent, trademark, or trade dress rights, except as expressly set forth in this Agreement.

2.4	Restriction on Knight Sales. Knight shall not: (i) knowingly solicit or accept orders for distribution of Licensed Products to a Third Party outside the Territory; (ii) knowingly distribute any Licensed Products for sale or use outside the Territory; or (iii) supply any Third Party that has distributed or offered to distribute Licensed Products outside the Territory after Knight has actual knowledge that said Third Party has distributed or offered to distribute Licensed Products obtained from Knight outside of the Territory.

2.5	Restriction on Synergy Sales. Synergy shall not: (i) knowingly solicit or accept orders for distribution of Licensed Products to a Third Party for sale or distribution in the Territory; (ii) knowingly distribute any Licensed Products for sale or use in the Territory; or (iii) supply any Third Party that has distributed or offered to distribute Licensed Products in the Territory after Synergy has actual knowledge that said Third Party has distributed or offered to distribute Licensed Products obtained from Synergy in the Territory.

2.6	Performance by Affiliates. The Parties agree that their respective rights and obligations may be exercised or performed by any of their Affiliates; provided, however, that each Party shall be fully responsible and liable for the actions of such Affiliates in the performance of such obligations and shall ensure that such Affiliate complies with the terms of this Agreement.

3	REGULATORY AND DEVELOPMENT

3.1	Regulatory Submissions. Knight shall be solely responsible, at its expense, for preparing, filing, and managing any Regulatory Submission and for maintaining any Regulatory Approval for the Licensed Products in the Territory. Synergy shall provide reasonable assistance to Knight in making submissions to Governmental Authorities and maintaining such Regulatory Approvals. Unless otherwise required by Applicable Law, any Regulatory Approvals shall be filed, owned and held in the name of Knight. Knight shall notify Synergy of all Regulatory Submissions that it submits.

3.2	Regulatory Correspondence. Each Party shall promptly (and in any event, within five (5) Business Days of the date of receipt of notice) notify the other Party in writing of, and shall provide the other Party with copies of, any material correspondence received from a Governmental Authority in the Territory. In the event that a Party receives any material regulatory letter requiring a response, the other Party will cooperate fully with the receiving Party in preparing such response and will promptly provide the receiving Party with any data or information required by the Receiving Party in preparing any such response.

3.3	Other Covenants of Knight. In addition to its other obligations, commitments and undertakings set out in this Agreement, Knight agrees to:

	(a)	assume the reasonable costs of intellectual property fdings, procurement and maintenance for all intellectual property applications and registrations associated with the Licensed Products in the Territory, provided that all intellectual property rights relating to the Licensed Products shall remain the exclusive property of Synergy ;

	(b)	assume all marketing, sales and distribution expenses related to the commercialization of the Licensed Products in the Territory; and

	(c)	prepare an annual marketing and sales plan relating to the Licensed Products in the Territory.

3.4	Other Covenants of Synergy. In addition to its other obligations, commitments and undertakings set out in this Agreement, Synergy agrees to:

	(a)	provide Knight with all documentation relating to the submissions for Regulatory Approval to the U S. Food and Drug Administration or the European Medicines Agency for the Licensed Products within one (1) month from submission;

	(b)	where applicable, provide reasonable assistance to Knight with the Regulatory Submission of the Licensed Products in the Territory;

	(c)	provide full assistance and cooperation with respect to securing intellectual property protection in the Territory for the Licensed Products;

	(d)	not assign the intellectual property associated with Licensed Products to any Third Party;

	(e)	coordinate Launch activities with Knight, including pharmacovigilence, pricing, reimbursement, positioning and health care conferences;

	(f)	promptly provide United States international marketing and sales materials used for the Licensed Products.

4	TRADEMARKS

4.1	Trade-Mark License. Synergy hereby grants to Knight, for the Term, an exclusive, royalty-free license to use the Synergy Marks in the Territory in association with the Licensed Products.

4.2	Ownership. Knight acknowledges that the Synergy Marks are owned by Synergy. The Synergy Marks shall be and remain the sole and exclusive property of Synergy. Knight shall not contest the ownership of the Synergy Marks or the validity of any registration relating thereto. Knight agrees, at the request of Synergy, to execute any and all proper documents appropriate to assist Synergy in obtaining and maintaining Synergy’s rights in and to the Synergy Marks.

4.3	Licensed Products to Bear Mark. Licensed Products distributed by Knight under this Agreement shall bear the Synergy Marks together with a notice that the Synergy Marks are used under license from Synergy, subject to the approval of such labeling by appropriate Governmental Authorities. Knight shall submit to Synergy, for prior approval, which shall not be unreasonably withheld, a representative sample of any marketing or promotional materials prepared by Knight, bearing the Synergy Marks.

4.4	No Similar Mark. Knight will not, without Synergy’s prior written consent, register or use in connection with any product, any trade-mark that is confusingly similar to the Synergy Marks.

5	COMMERCIALIZATION

5.1	Safety Data Exchange Agreement. The parties agree to develop and commit to a Safety Data Exchange Agreement (“SDEA”) that allows them to fulfill their respective regulatory and pharmacovigilence obligations relating to Adverse Drug Event and Adverse Drug Reaction reporting. Such SDEA will be completed within ninety (90) days after the Effective Date.

5.2	Quality Complaint Reporting. Knight shall be solely responsible for collecting and responding to any product quality complaint relating to the Licensed Products received from a customer in the Territory. Synergy shall investigate and provide Knight, in a timely manner, with reports resulting from such investigations. If Synergy receives a product quality complaint relating to the Licensed Products from a customer in the Territory, it shall investigate and promptly report the investigation results to Knight, who will be solely responsible for communication and response, if any, to the customer in the Territory. Furthermore, Synergy shall be responsible for investigating and submitting reports to Knight respecting any product quality complaints related to the manufacturing of the Licensed Products.

5.3	Other Information. In addition to the foregoing information to be provided, each Party shall provide to the other Party with any: (i) information relating to the efficacy and/or safety of the Licensed Products, including any recall of the Licensed Products; (ii) complaints from customers, healthcare professionals or competitors in the Territory relating to the Licensed Products; (iii) information relating to any potential liability to any Third Party in the Territory that is reasonably likely to arise for either Party in connection with the manufacture, or Commercialization of the Licensed Products in the Territory; (iv) information relating to any inspections, inquiries, issues raised or actions taken by any Governmental Authority in the Territory; and (v) any other information necessary or reasonably desirable to enable each Party to comply with any Applicable Law in the Territory or elsewhere.

5.4	Recall. Knight shall advise Synergy of any Governmental Authority initiated mandatory recall of Licensed Products in the Territory. Knight shall not initiate any voluntary recall of Licensed Products in the Territory without prior notice to and consultation with Synergy. Prior to executing any recall of Licensed Products in the Territory, Knight shall review with Synergy the proposed manner in which the recall is to be carried out. Knight will give due consideration to any reasonable recommendation from Synergy as to the manner of conducting the recall, provided that it is agreeable to the applicable Governmental Authority. Knight shall communicate directly with the applicable Governmental Authorities in relation to a Licensed Products recall in the Territory. If any Licensed Products recall in the Territory results from improper handling, shipping or storage of Licensed Products by Knight, and in no way results from the manufacture, control, handling, shipping or storage of the Licensed Products before receipt by Knight, the costs associated with the recall shall be paid by Knight and Knight shall indemnify Synergy against any Third Party claims in connection with the recall. If the recall results from any cause or issue other than ones for which Knight is responsible as set forth in the prior sentence, all costs and expenses arising from the recall, including any costs associated with replacing recalled Licensed Products, shall be paid for by Synergy and Synergy shall indemnify Knight against any Third Party Claims in connection therewith.

6	MANUFACTURE AND SUPPLY

6.1	Manufacture by Synergy. During the Term, Knight agrees to obtain exclusively from Synergy all Knight’s requirements of the Licensed Products for the Territory. Synergy agrees to supply Knight with all of its requirements of Licensed Products as set forth in each order submitted by Knight. Synergy may, at its discretion, use the services of a contract manufacturer to manufacture and package the Licensed Products.

6.2	Price. Synergy shall supply Licensed Products at a cost to Knight equal to Synergy’s Cost of Goods plus ten percent (10%), plus applicable sales taxes. Payment of such amounts shall be made by Knight to Synergy within thirty-five (35) days following Knight’s receive of an invoice from Synergy.

6.3	Orders. Knight shall order Licensed Products from Synergy by submitting purchase orders to Synergy. Such purchase order shall specify, at a minimum, the desired delivery date, unit quantity, place of delivery and an order number. Knight shall order Licensed Products. The initial purchase order will have a lead time of between sixty (60) and ninety (90) days between the time when an order for Licensed Products is submitted to Synergy until the Licensed Products is delivered to Knight. Thereafter, the purchase order will have not less than five (5) Business Days lead time

6.4	Delivery Terms. Licensed Products will, at Knight’s direction, be shipped directly to Knight or to a Third Party in the Territory designated by Knight. The terms for delivery of orders of Licensed Products shall be FOB (Incoterms 2010) Synergy’s manufacturer’s facility in the United States.

6.5	Packaging and Labeling. Knight shall determine the artwork and design for the packaging and labelling in the Territory in consultation with Synergy. Knight shall be entitled to have its trade-marks displayed on the packaging for the Licensed Products. Knight shall be responsible for the costs associated with the development of Knight’s artwork for the packaging and labeling of the Licensed Products for Launch and for any changes thereto made at Knight’s request or for any special packaging required by Knight or a Governmental Authority.

6.6	Specifications. Licensed Products manufactured and supplied to Knight hereunder shall conform to the Specifications which may be changed from time to time upon mutual agreement, or as required by any Governmental Authority.

6.7	GIMP. All manufacture and quality control operations by Synergy or its designee shall be in compliance with GMP.

6.8	Shelf Life. All Licensed Products supplied by Synergy hereunder shall have not less than eighty-five percent (85%) of its shelf life remaining upon delivery to Knight.

6.9	Quality Agreement. The Parties shall enter into a quality agreement regarding supply of Licensed Products by Synergy to Knight, incorporating provisions that are standard in the pharmaceutical field within ninety (90) days of the Effective Date.

6.10	Changes. A Party shall promptly notify the other Party in writing of all proposed changes, whether voluntary or involuntary, including those arising from a request from a Governmental Authority, concerning the quality of Licensed Products and/or documentation or other items for such changes relating to the quality of the Licensed Products. The Parties shall negotiate in good faith towards an appropriate response to a Governmental Authority in respect of each proposed change in the quality of the Licensed Products including any costs associated with implementing said changes. Synergy shall notify Knight of any proposed change in manufacturing facility or manufacturing procedures.

6.11	Minor Changes. Minor changes in the procedures for manufacture or quality control that do not require approval from a Governmental Authority or that will not affect Regulatory Approvals will be communicated by Synergy to Knight in an annual review.

6.12	Release to Knight. Synergy, or its designee, shall only release for shipment to Knight, finished batches of Licensed Products that have been examined by Synergy for compliance with the Specifications. Synergy is responsible for conducting, or having conducted, all required stability and release testing to ensure that the finished batches of Licensed Products are in compliance with the Specifications.

6.13	Quality Audit. During normal working hours and upon reasonable notice, Knight shall be entitled to inspect areas within Synergy’s or its contract manufacturer’s establishment where Licensed Products are manufactured or stored, and to inspect the manufacturing, packaging, and quality control records relating to the Licensed Products.

6.14	Government Inspections. Synergy shall make its internal practices, and its manufacturing, packaging, and quality control records relating to the Licensed Products available to Governmental Authorities and will allow access to all facilities used for manufacturing the Licensed Products to the applicable Governmental Authorities for the purposes of determining Synergy’s compliance with Applicable Laws. Synergy agrees to advise Knight immediately of any proposed or announced visit or inspection, and as soon as possible but in any case within three (3) Business Days after any unannounced visit or inspection, by a Governmental Authority in the Territory relating to the Licensed Products. Synergy shall provide Knight with a reasonable description in writing of each such visit or inspection promptly thereafter, and with copies of any letters, reports or other documents issued by any such Governmental Authorities that relate to the Licensed Products.

6.15	Defects. Any claim by Knight regarding an apparent failure of the Licensed Products to comply with the Specifications must be made in writing with full particulars within thirty (30) days after receipt of the Licensed Products by Knight. In the case of latent defects, such defects shall be reported to Synergy within thirty (30) days of Knight having actual notice of the defect. In case of a justifiable claim for defect because of a failure of the Licensed Products to conform to the Specifications, Synergy or its designee shall, without charge, promptly replace the defective portion with supplies that are in compliance with such Specifications. Synergy shall assume all costs associated with transportation of replacement Licensed Products. Knight shall follow any reasonable instructions to return to Synergy or dispose of, in either event at Synergy’s expense, any quantities of Licensed Products as aforesaid that are not in compliance with the Specifications.

6.16	Independent Lab. If Synergy does not agree with Knight that the Licensed Products rejected by Knight fails to conform to the Specifications, the matter will be submitted for analysis to an independent laboratory agreed between the Parties. The decision of such independent laboratory following its analysis of the Licensed Products shall be final. The cost of the analysis, as well as the costs associated with reasonable shipping, handling, and storage of any Licensed Products under dispute as to compliance with the Specifications, shall be borne by the Party who was in error.

6.17	Short Shipment. If Knight determines that there is a shortage in the quantity of any shipment of Licensed Products (from quantities specified in the relevant bill of lading or other shipping documents), and it is determined that discrepancy existed at the time it was delivered to Knight from Synergy, Knight shall notify Synergy in writing as soon as reasonably possible, and Synergy shall make up the shortage within thirty (30) days of such notification at no additional cost to Knight.

6.18	Failure.

(a)

In the event of any Short Term Inability to Supply the Product in the Territory, Synergy shall be liable for payments to Knight as follows: (i) reimbursement for Knight’s share of all Licensed Products lost sales attributable to the Short Term Inability to Supply and quantified by Knight using commercially reasonable methods and (ii) all reasonable direct expenses incurred by Knight in dealing with and attempting to manage and resolve such Short Term Inability to Supply in the Territory, including but not limited to bona fide sales and marketing expenses and penalties imposed by distributors and wholesalers. Knight shall attempt to quantify the financial impact of any Short Term Inability to Supply, in writing, as soon as reasonably possible to Synergy and shall use all reasonable efforts to mitigate such impact. Payments due under this Section 6.18 shall be payable within thirty (30) days of receipt of said claim. In the event that two (2) Short Term Inability to Supply events occur within twenty four (24) month period, then Synergy shall, upon Knight’s request and Synergy’s expense, be required to enter into a contract manufacturing agreement with a Third Party for the manufacture in the Territory and supply of the Licensed Products to the Knight.

(b)

In the event of a Long Term Inability to Supply, Knight shall be entitled to all of the rights and recourses set forth in Section 6.18(a). In addition, Knight shall be entitled by notice in writing to terminate the supply arrangements contemplated in this Agreement, in which event:

	(i)	Knight shall be entitled to purchase the Licensed Products from a Third Party. For greater certainty. Synergy shall grant to a Third Party designated by the Knight the non-exclusive license to use all relevant intellectual property for or in respect of the manufacture of the Licensed Products for commercialization in the Territory.

	(ii)	Synergy shall provide such assistance as is required by Knight acting reasonably, from time to time to assist in sourcing the Licensed Products from a third party.

	(iii)	Without limiting the generality of the foregoing. Synergy shall enter into a technology transfer agreement with a Third Party manufacturer selected by Knight under which Synergy shall transfer to the selected manufacturer all technical information necessary to manufacture the Licensed Products and supply the Licensed Products in the Territory.

6.19	Shortfall. In the event of an interruption or shortfall in supply of Licensed Products, for whatever reason, that exceeds ninety (90) days in duration, such that not all purchase orders for Licensed Products hereunder can be met, then Synergy shall immediately notify Knight and shall allocate a prorated share of its available sources and supplies among Knight and Synergy’s other partners (distributors, licensees, agents,) and internal needs, based on the respective forecasted commercial supply requirements of each of the parties for that allocation period. In any case, the Parties will discuss and agree in good faith on acceptable delivery dates and measures to mitigate the effects of the interruption or shortfall. Synergy shall use commercially reasonable efforts to eliminate, cure or overcome such shortage and to resume performance of its obligations hereunder as soon as reasonably possible.

6.20	Capacity and Supply. Synergy will maintain sufficient manufacturing time in its production schedule to provide consistent availability of Licensed Products to meet Knight’s firm orders. Synergy shall maintain or cause its contract manufacturer to maintain sufficient volumes of Licensed Products as Knight and Synergy, each acting reasonably and based on the then current and anticipated sales, from time to time determine.

6.21	Payment Method. All payment due to Synergy hereunder will be paid in United States Dollars by wire transfer to an account designated by Synergy.

6.22	Record Retention. Synergy will maintain complete and accurate books, records, and accounts used for the determination of expenses, deductions, credits, or other relevant factors in connection with the calculation of Cost of Goods, in sufficient detail to confirm the accuracy of any payments required under this Agreement, which books, records, and accounts will be retained until three (3) years after the end of the period to which such books, records, and accounts pertain.

6.23	Audit. During the Term of this Agreement and for three (3) years thereafter, Knight will have the right to have an independent certified public accounting firm of internationally recognized standing access during normal business hours, and upon reasonable prior written notice, to such of the records of Synergy as may be reasonably necessary to verify the accuracy of Cost of Goods for any Calendar Quarter. The accounting firm will disclose to the Parties only whether the Cost of Goods reported by Synergy is correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, unless the audit reveals a discrepancy in the auditing Party’s favor of more than five percent (5%), in which case the other Party will bear the cost of the audit. Each Party will treat all information subject to review under this Section 6 as Confidential Information and will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality agreement.

6.24	Payment of Additional Amounts. If, based on the results of any audit under Section 6.23, payments are owed by one Party to the other under this Agreement, then the Party having such obligation will make such payment promptly after the accounting firm’s written report is delivered by courier or registered mail to both Parties.

7.	INTELLECTUAL PROPERTY

7.1	Notification of Third Party Infringement. Each Party shall promptly disclose to the other in writing within ten (10) Business Days, any actual, alleged, or threatened Third Party infringement or misappropriation in the Territory of any Synergy Patent and any actual, alleged or threatened infringement or passing off of the Synergy Mark, of which such Party becomes aware.

7.2	Response to Third Party Infringement. Synergy shall have the first right, but not any obligation, to respond to any actual or threatened infringement of an Synergy Patent, the Synergy Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products. If Synergy elects to respond to any actual or threatened infringement by initiating a proceeding. Synergy shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Synergy may settle or compromise any such proceeding without the consent of Knight; provided, however, that if such settlement affects Knight’s rights under this Agreement, or Knight’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability. Synergy will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned, or delayed. If Synergy elects not to respond to any actual or threatened infringement of an Synergy Patent, the Synergy Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise any such proceeding without the consent of Synergy; provided, however, that if such settlement affects Synergy’s intellectual property rights or its rights under this Agreement, or Synergy’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires Synergy to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of Synergy, such consent not to be unreasonably withheld, conditioned, or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Synergy elects not to respond to any actual or threatened infringement.

7.3	Cooperation. Each Party shall cooperate reasonably, at its expense, in any enforcement effort initiated by the other Party. The Parties nor their Affiliates shall contest any joinder in any proceeding sought to be brought by the other Party if such joinder is required by Law.

7.4	Recovery. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any monetary award recovered from a Third Party in connection with any proceeding initiated to protect, maintain, defend, or enforce any intellectual property in the Territory or recovered from a Third Party in connection with any proceeding initiated for infringement or misappropriation of intellectual property shall first be used to reimburse the Parties for any out-of-pocket legal expenses relating to such proceeding and the balance being retained by the Party that brought and controlled such litigation.

7.5	Infringement of Third Party IP. If either Party becomes aware that its activities performed hereunder may constitute actual or alleged infringement or misappropriation of the intellectual property rights of a Third Party, it shall promptly notify the other Party and the Parties shall discuss a strategy to defend or mitigate against any actual or alleged infringement.

8.	REPRESENTATION AND WARRANTIES

8 1	Synergy Covenants, Representations and Warranties Synergy covenants, represents and warrants (as the case may be) to Knight that:

(a)

Synergy is a corporation duly organized, validly existing and in good standing under the laws of Nevada;

	(b)	Synergy has the legal right and authority to enter into this Agreement;

	(c)	Synergy has taken all necessary actions to authorize the execution, delivery and performance of this Agreement;

	(d)	Synergy has obtained all consents, licenses and authorizations that are necessary to perform its obligations under this Agreement;

	(e)	Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Synergy, enforceable against Synergy in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles;

	(f)	The performance of Synergy’s obligations under this Agreement will not conflict with its organizational documents, as amended, or result in a breach of any material agreements or contracts to which it is a party;

	(g)	Synergy has not and will not, during the term of this Agreement, enter into any material agreements or contracts that would conflict with its obligations under this Agreement;

	(h)	Synergy owns or licenses all of the Synergy Patents licensed to Knight pursuant to this Agreement and the Synergy Patents licensed to Knight pursuant to this Agreement are all of the patents owned or licensed by Synergy that are reasonably necessary for Knight to carry out its obligations and exercise its rights under this Agreement;

	(i)	Synergy has not received any notice that the manufacture, sale, or use of the Licensed Products in the Territory infringes upon any intellectual property rights of any Third Parties in the Territory;

	(j)	Synergy has not received any notice from a Third Party that any issued Synergy Patent is invalid or unenforceable for any reason;

	(k)	To the knowledge of Synergy, there are no activities being carried out by Third Parties in the Territory that would constitute infringement or misappropriation of the Synergy Patents or the Synergy Mark;

	(l)	Licensed Products manufactured by Synergy and provided to Knight pursuant to this Agreement will meet the Specifications at the time of delivery to Knight and will have been manufactured in accordance with the requirements of GMP.

8.2	Knight Representations and Warranties. Knight covenants, represents and warrants to

	Synergy (as the case may be) as follows:

(a)

Knight is a corporation duly organized, validly existing and in good standing, under the laws of Barbados.

	(b)	Knight has the legal right, authority, and power to enter into this Agreement.

	(c)	Knight has taken all necessary action to authorize the execution, delivery, and performance of this Agreement.

	(d)	Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Knight, enforceable against Knight in accordance with its terms, except to the extent enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles.

	(e)	The performance of Knight’s obligations under this Agreement will not conflict with its organizational documents or result in a breach of any material agreements or contracts to which any is a party.

	(f)	Knight has not and will not, during the term of this Agreement, enter into any material agreements or contracts that would be inconsistent with its obligations under this Agreement.

	(g)	Neither Knight nor its Affiliates will initiate a proceeding to challenge the validity or enforceability of any Synergy Patent or the Synergy Marks, or directly or indirectly assist any Third Party with respect to any such proceeding.

8.3	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PRODUCTS OR ANY TECHNOLOGY OR ANY LICENSE GRANTED BY EITHER PARTY HEREUNDER. SYNERGY DOES NOT WARRANT NOR REPRESENT THAT ANY OF THE SYNERGY PATENTS ARE VALID OR ENFORCEABLE

8.4	LIMITATIONS OF LIABILITY. WITHOUT LIMITING THE PARTIES’ OBLIGATIONS REGARDING INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY WHO MAY BENEFIT FROM ANY PROVISION OF THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO A PARTY’S PERFORMANCE OR NON-PERFORMANCE HEREUNDER

8.5	Indemnification by Synergy. Synergy hereby agrees to defend, indemnify, and hold Knight, its Affiliates and their respective officers, directors, employees and agents, (each a “Knight Indemnified Party”) harmless from and against any Third Party’s claims for loss, damage, or liability resulting from: (i) any breach of this Agreement or any warranty or covenant provided in this Agreement by Synergy or an Affiliate of Synergy; (ii) any violation of Applicable Law by Synergy or its Affiliates; and (iii) any negligent act or omission or willful misconduct of Synergy or its Affiliates; (iv) any claim that the sale by Knight or its Affiliates, of the Licensed Products infringes on intellectual property rights in the Territory of any other person; (v) any claim arising from any use, within the approved labelling, made by any person of any of the Licensed Products; in all cases, except to the extent such Third Party’s claim for loss, damage or liability is the result of: (i) any breach of this Agreement by Knight or a Knight Indemnified Party, (ii) any violation of Applicable Law by Knight or a Knight Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Knight or a Knight Indemnified Party.

8.6	Indemnification by Knight. Knight hereby agrees to defend, indemnify, and hold Synergy, its Affiliates and their respective officers, directors, employees and agents, (each a “Synergy Indemnified Party”) harmless from and against any Third Party’s claims for loss, damage, or liability resulting from: (i) any breach of this Agreement or any warranty or covenant provided in this Agreement by Knight or an Affiliate of Knight; (ii) any violation of Applicable Law by Knight or its Affiliates; and (iii) any negligent act or omission or willful misconduct of Knight or its Affiliates; in all cases, except to the extent such Third Party’s claim for loss, damage or liability is the result of: (i) any breach of this Agreement by Synergy or an Synergy Indemnified Party, (ii) any violation of Applicable Law by Synergy or an Synergy Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Synergy or an Synergy Indemnified Party.


8.7	Indemnification Procedure. If an indemnified party intends to claim indemnification under this Section 8, such party shall promptly notify the other party of any loss, claim, damage, liability or action in respect of which the indemnified party intends to claim such indemnification, and the indemnifying party shall have a first opportunity to assume the sole defense thereof with counsel selected by the indemnifying party and approved by the indemnified party acting reasonably; provided, however, that an indemnified party shall have the right to retain its own counsel and participate fully in the defense, with the fees and expenses to be paid by the indemnified party. The failure or delay to deliver notice to the indemnifying party, within a reasonable time after the commencement of any such proceeding, if irreparably prejudicial to the indemnifying party’s ability to defend such proceeding, shall relieve the indemnifying party of any and all liability to the indemnified party under this Section 8. The indemnified party shall cooperate fully with the indemnifying party and their legal representatives in the investigation of any loss, claim, damage, or liability covered by this indemnification, and shall mitigate such loss and damages. Any amount payable in order to satisfy an indemnity hereunder shall be paid as soon as reasonably possible after the indemnified party has incurred an indemnified expense and notified the indemnifying party thereof.

8.8	Compliance with Law. Each Party shall comply, and shall require their Affiliates and permitted sublicensees to comply, with all Applicable Laws relative to their obligations hereunder.

8.9	Insurance. The Parties shall maintain insurance, including product liability insurance, that is adequate to cover their obligations hereunder and that is consistent with normal business practices of prudent corporations engaged in the same or a similar business. The Parties acknowledge and agree that such insurance shall not be construed to create a limit with respect to their indemnification obligations.

9.	TERM AND TERMINATION

9.1	Term. This Agreement will take effect from the Effective Date and, unless earlier terminated in accordance with the terms herein, will continue in full force and effect for fifteen (15) years from the Launch (the “Initial Term”). This Agreement shall automatically renew for successive fifteen (15) year periods (each a “Renewal Term”) unless, at least one (1) year prior to the expiry of the Initial Term or Renewal Term, either Party provides the other with written notice of its intention not to renew the Agreement (a “Non-Renewal Notice”) at the end of the applicable period, and further provided that if the notifying Party is Synergy, it shall be obliged to pay to Knight the Non-Renewal Fee set out in Section 9.7 below.

9.2	Termination for Breach. Either Party may terminate this Agreement by written notice to the other Party with immediate effect in the following cases:

	(a)	In the event of a petition in bankmptcy or insolvency of the other Party, or in case of the filing by the other Party of any petition or answer seeking reorganization, readjustment, or rearrangement of its business under any law or any government regulation relating to bankruptcy or insolvency, or in case of the institution by the other Party of any proceedings for the liquidation or winding up of its business, or for the termination of its corporate charter.

	(b)	If the other Party is otherwise in material default or breach of this Agreement and such default or breach is not cured within (i) sixty (60) days after written notice thereof is delivered to the defaulting or breaching Party (thirty (30) days in the case of Knight’s failure to pay any amounts due hereunder), or (ii) in the case of a breach that cannot be cured within sixty (60) days, within a reasonable period not exceeding one hundred twenty (120) days after written notice thereof is delivered to the defaulting or breaching Party.

9.3	Termination of Knight. Knight may terminate this Agreement in whole or in part (with respect to a particular Licensed Product Territory or Additional Territory) by notice in writing given no less than sixty (60) days prior to the intended termination date.

9.4	Effect of Termination. Upon expiry or termination of this Agreement, all licenses and rights granted by Synergy hereunder shall terminate and Knight undertakes to:

	(a)	except as provided for in Section 9.6, cease any Commercialization of the Licensed Products in the Territory; and

	(b)	within thirty (30) days or expiry or termination, transfer title to all current and pending Regulatory Approvals for the Licensed Products to Synergy and assist Synergy, at Synergy’s cost, in submitting appropriate documents to transfer the Regulatory Approvals for the Licensed Products to Synergy or its designee.

9.5	Survival. In the event of the termination of this Agreement for any reason, the following provisions of this Agreement shall survive Sections 1, 7, 9, 10 and 12 and any other terms which, by their nature, require or contemplate performance by the Parties after expiry or termination. In any event, termination of this Agreement shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such termination.

9.6	Sell-Off of Inventory. Upon termination of this Agreement, Knight shall be entitled to sell off any inventory of the Licensed Products in Knight’s possession or control or which are subject to binding purchase orders on the date such termination is effective.

9.7	Non-Renewal Fee. In the event that Synergy issues a Non-Renewal Notice, it shall be obliged to pay to Knight an amount equal to the Net Sales of the Licensed Products as achieved by Knight in the Territory during the eight (8) Calendar Quarters preceding the date of such notice, plus all applicable taxes (the “Non-Renewal Fee”). Within sixty (60) days of its receipt of the Non-Renewal Notice, Knight shall issue an invoice for the payment of the Non-Renewal Fee which shall include reasonable details as to the calculation of the said amount. The Non-Renewal Fee shall be payable by Synergy within thirty (30) days of the issuance of the said invoice.

10.	DISPUTE RESOLUTION

10.1	Arbitration. Except as otherwise expressly provided herein, any dispute or claim arising out of or relating to this Agreement, or to the breach, termination, or validity of this Agreement, will be resolved as follows: each Party shall discuss the matter and make reasonable efforts to attempt to resolve the dispute. If the Parties are unable to resolve, the dispute a CEO or President of each Party will meet within thirty days (30) of a request to attempt to resolve such dispute being made by a Party. If the CEOs or Presidents cannot resolve the dispute through good faith negotiations within sixty (60) days after a Party requests such meeting, then the Parties shall resort to binding arbitration before a single arbitrator using the arbitration procedures set forth under the simplified rules of the American Arbitration Association under its Commercial Arbitration Rules. Any hearing in the course of the arbitration shall be held in New York New York in the English language. The decision of the arbitrator shall be final and not subject to appeal and the arbitrator may apportion the costs of the arbitration, including the reasonable fees and disbursements of the parties, between or among the parties in such manner as the arbitrator considers reasonable. All matters in relation to the arbitration shall be kept confidential to the full extent permitted by law, and no individual shall be appointed as an arbitrator unless he or she agrees in writing to be bound by this provision.

10.2	Irreparable Harm. Notwithstanding anything to the contrary in Section 10.2, if either Party in its sole judgment, acting reasonably, believes that any such dispute could cause it irreparable harm, such Party (i) will be entitled to seek equitable relief in order to avoid such irreparable harm and (ii) will not be required to follow the procedures set forth in Section 10.2.

11.	KNIGHT OPTION FOR ADDITIONAL TERRITORIES

	Knight (directly or through one of its Affdiates) shall have the option to become Synergy’s exclusive distribution partner for either or both of the Licensed Products in any one or more of Israel, Russia and Sub-Saharan Africa (each an “Additional Territory”) under the same terms and conditions as this Agreement. Knight shall inform Synergy of its intention to exercise such right (directly or through one of its Affdiates) at any time or from time to time by notice in writing. If Knight exercises such right, then the said Additional Territories and the Licensed Product(s) referred to in such Territory shall be deemed to be part of the “Territory” for all purposes of this Agreement. Where the option is exercised on behalf of a Knight Affiliate, the parties shall enter into a separate and identified agreement concerning the particular Licensed Product and Additional Territory.

12.	OTHER PROVISIONS

12.1	Withholding Tax. Knight will make all payments to Synergy under this Agreement without deduction or withholding for taxes except to the extent that any such deduction or withholding is required by law in effect at the time of payment. Any tax required to be withheld on amounts payable by Knight under this Agreement will be timely paid by Knight on behalf of Synergy to the appropriate Governmental Authority, and Knight will furnish Synergy with the corresponding proof of payment of such tax, as may be required in order to enable Synergy to request reimbursement or deduction of the withheld amount, or to otherwise comply with its duties. Knight and Synergy agree to cooperate to legally minimize and reduce such withholding taxes and provide any information or documentation required by any taxing authority.

12.2	Further Assurances. Upon request by either Party and at such Party’s expense, the other Party shall do such further acts and execute such additional agreements and instruments as may be reasonably necessary to give effect to the purposes of this Agreement.

12.3	Independent status. Each Party shall act as an independent contractor and shall not bind nor attempt to bind the other Party to any contract, nor any performance of obligations outside of the license agreement. Nothing contained or done under the Agreement shall be interpreted as constituting either Party the agent of the other in any sense of the term whatsoever or in the relationship of partners or joint venturers.

12.4	Assignment. Except in connection with the acquisition of a Party or the sale of all or substantially all of the assets of such Party, this Agreement may not be, directly or indirectly, assigned or transferred, in whole or in part, by a Party to a Third Party without the prior written consent of the other Party. The rights and obligations contained herein shall enure to the benefit of each Party’s successors and permitted assigns, and shall be binding on and enforceable against the relevant Party’s successors and permitted assigns. Any reference in this Agreement to any Party shall be construed accordingly.

12.5	Compliance with law. Each Party shall comply with, and shall not be in violation of any valid applicable international, national, provincial or local statutes, laws, ordinances, rules, regulations, or other governmental orders of the Territory.

12.6	Force Majeure. No Party shall be responsible for a failure or delay in performance of any of the obligations hereunder due wars, insurrections, strikes, acts of God, power outages, storms, or actions of regulatory agencies (such events being defined as “Force Majeure”), provided that the Party seeking relief from its obligations advises the other Party forthwith of the Force Majeure. A Party whose performance of obligations has been delayed by force majeure shall use commercially reasonable efforts to overcome the effect of the Force Majeure as soon as possible. The other Party will have no right to demand indemnity for damage or assert a breach against such Party, provided, however, that if the event of Force Majeure preventing performance shall continue for more than six (6) months and such underlying cause would not also prevent other parties from performing such obligations, then the Party not subject to the event of Force Majeure may terminate this Agreement with a written notice to the other without any liability hereunder, except the obligation to make payments due to such date.

12.7	Notices and Amendments. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand delivery as hereinafter provided. Any such notice, if sent by fax or other means of electronic communication, shall be deemed to have been received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notices of change of address shall also be governed by this Section 12.7. Notices and other communications shall be addressed as follows:

	(a) In the case of Synergy:

		Synergy Strips Corp. c/o Jack Ross 865 Spring Street Westbrook, Maine 04092 Fax:

	E-mail:	jack.ross@purebrands.ca

	with a copy to:
	Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 U.S.A.
	Attention:	W. David Mannheim, Esq.
	Fax:	(919) 781-4865
	E-mail:	dmann heim@ wy ri ck. c om

	Knight Therapeutics (Barbados) Inc.
	Chancery House High Street
	Bridgetown, St. Michael
	BB11128
	Barbados, WI
	Attention:	Andrew C. Ferreira
	Fax:	1-246-431-0076

	With a copy to:

	Davies Ward Phillips & Vineberg LLP 900 Third Avenue 24th Floor
	New York, NY 10022
	LJ.S.A.
	Attention:	Hillel W. Rosen
	Fax:	(212)308-0132

12.8	Complete Agreement. This Agreement together with the SDEA, and the Quality Agreement, embodies all of the understandings and obligations between the Parties with respect to the Licensed Products and supersedes any prior or contemporaneous agreements and understandings, whether written or oral, between the Parties with respect to the subject matter hereof. Any amendments or supplements to this Agreement shall not be valid unless executed in writing by duly authorized officers of both parties.

12.9	Waiver. No failure to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof. Any waiver granted hereunder shall only be applicable the specific acts covered thereby and shall not apply to any subsequent events, acts, or circumstances.

12.10	Severability. In the event any portion of this Agreement shall be held illegal, void or ineffective, the remaining portion hereof shall remain in full force and effect. If any of the terms or provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law.

12.11	Governing Law. This Agreement all disputes arising out of or relating to this Agreement, or the performance, enforcement, breach or termination hereof or thereof, and any remedies relating thereto, shall be construed, governed by and interpreted in accordance with the laws of the State of New York.

12.12	Public Announcements. Neither Party shall originate any publicity, news release, or public announcements relating to this Agreement (including, without limitation, its existence, its subject matter, the Parties’ performance, any amendment hereto, or performance hereunder), whether to the public or press, stockholders, or otherwise, without the prior written consent of the other Party, save only such announcements that are required by law or the rules of any relevant stock exchange to be made or that are otherwise agreed to by the Parties. If a Party decides to make an announcement, whether required by law or otherwise, it shall give the other Party reasonable notice of the text of the announcement so that the other Party shall have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests the deletion of any information in any such announcement, the disclosing Party shall delete such information unless, in the opinion of the disclosing Party’s legal counsel, such information is required by law or the rules of any relevant stock exchange to be disclosed. The timing and content of the initial press release relating to this Agreement, if any, including its existence, the subject matter to which it relates and the transactions contemplated herein will, except as otherwise required by law or any stock exchange rules, be determined jointly by the Parties.

12.13	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered one and the same Agreement and shall become effective when a counterpart hereof has been signed by each of the Parties and delivered to the other Party.

12.14	Time of Essence. Time shall be of the essence of this Agreement and of each provision hereof.

12.15	English Language. At the request of the parties, this Agreement and the other Loan Documents have been negotiated in the English language and will be or have been executed in the English language. Les soussignes out expressement demande que ce document et tons les documents annexes soient rediges en langue anglaise.

(Signature page follows)

IN WITNESS WHEREOF, the parties have signed this Agreement.

By:	*/s/ Jack Ross*	By:	*/s/ [Unintelligible]*
Name:	JACK ROSS	Name:	CHANCERY CORPORATE SERVICES LIMITED
Title:	CEO	Title:	SECRETARY

EXHIBIT 21.1

Subsidiaries

None.

Exhibit 31.1

CERTIFICATIONS

I, Jack Ross, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Synergy Strips, Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant ‘s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

March 31, 2015

/s/ Jack Ross
Jack Ross
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Jack Ross, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Synergy Strips, Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant ‘s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

March 31, 2015

/s/ Jack Ross

Jack Ross

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jack Ross, Chief Executive Officer of Synergy Strips, Corp. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Report on Form 10-K of the Company for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 31, 2015	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Jack Ross, Chief Financial Officer of Synergy Strips, Corp. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	the Report on Form 10-K of the Company for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 31, 2015	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)