Exhibit 10.9

CONTRIBUTION AGREEMENT

This Contribution Agreement (the “ Agreement ”) is made effective as of the 18 ^th day of August, 2015 (the “ Effective Date ”) between Synergy CHC Corp., a Nevada corporation (“ Synergy ”); and Hand MD Corp., a Delaware corporation (“ Hand MD ”). Hand MD and Synergy are sometimes referred to collectively as the “ Parties ” and individually as a “ Party ”.

BACKGROUND

Synergy desires to contribute shares of its capital stock to Hand MD, under the terms and conditions set forth below in exchange for shares of the capital stock of Hand MD.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1. Definitions .

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

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

“ Transaction Documents ” means this Agreement and the other exhibits 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.

2. Contribution of Securities . In exchange for the issuance of the Hand MD Securities (as defined below), Synergy hereby contributes to Hand MD 2,142,857 shares of its Common Stock (the “ Contributed Equity ”).

3. Issuance of Hand MD Securities . In exchange for the contribution of the Contributed Equity and Synergy’s execution of this Agreement, Hand MD hereby agrees to issue to Synergy 1,000,000 shares of its Common Stock (the “ Hand MD Securities ”), representing fifty percent (50%) of Hand MD’s issued and outstanding capital stock on a fully-diluted basis as of the Closing.

4. Hand MD Representations . Hand MD hereby represents and warrants to Synergy as follows:

(a) Corporate Organization . Hand MD is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, 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.

(b) Authorization and Validity of Agreement . Hand MD 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 Hand MD’s obligations thereunder have been duly authorized by all necessary company action by Hand MD, and no other proceedings on the part of Hand MD are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents has been duly executed by Hand MD and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

(c) No Conflict or Violation . The execution, delivery and performance by Hand MD of the Transaction Documents (i) does not and will not violate or conflict with any provision of the organizational documents of Hand MD (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, or other agreement or instrument to which Hand MD is a party.

5. Synergy Representations . Synergy hereby represents and warrants as follows:

(a) Organization. Synergy is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Good Standing . Synergy 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.

(c) Authorization and Validity of Agreement . Synergy has all requisite power and authority to enter into the Transaction Documents and to carry out their obligations thereunder. The execution and delivery of the Transaction Documents and the performance of Synergy’s obligations thereunder have been duly authorized by all necessary corporate action of Synergy, and no other proceedings on the part or in respect of Synergy is necessary to authorize such execution, delivery and performance. The Transaction Documents have been duly executed by Synergy and constitute valid and binding obligations, enforceable against Synergy in accordance with their respective terms.

(d) No Conflict or Violation . The execution, delivery and performance by Synergy and of the Transaction Documents does not and will not (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 Synergy; (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 Synergy is a party or by which Synergy is bound or to which any of Synergy’s properties or assets is subject.

(e) No Intention to Distribute . Synergy understands that the Hand MD Securities have not been registered under the 1933 Act on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that Hand MD’s reliance on such exemption is predicated in part on the representations set forth herein. Synergy realizes that the basis for the exemption may not be present if, notwithstanding such representations, Synergy has in mind merely acquiring the Hand MD Securities for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. Synergy does not have any such intention.

(f) No Registration . Synergy understands that the Hand MD Securities may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Hand MD Securities or an available exemption from registration under the 1933 Act, the Hand MD Securities must be held indefinitely. In particular, Synergy is aware that the Hand MD Securities may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about Hand MD. Synergy represents that, in the absence of an effective registration statement covering the Hand MD Securities, it will sell, transfer, or otherwise dispose of such shares only in a manner consistent with its representations set forth herein and the Bylaws of Hand MD, as the same may be amended from time to time.

6. Execution and Delivery of Instruments . Following the Effective Date, Synergy agrees to duly execute and deliver or cause to be executed and delivered all instruments of sale, conveyance, transfer and assignment, and all notices, releases, acquittances and other documents that may be necessary to more fully grant, convey, transfer and assign, and deliver to, and vest in, Hand MD the Contributed Equity hereby contributed.

7. 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.

8. 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 exclusive jurisdiction of, the federal and state courts of the State of Delaware located in Wilmington, Delaware for such purpose.

9. 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, or (ii) 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:

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

10. Execution of Documents; Counterparts; Delivery by Facsimile or E-Mail . Each party agrees to execute all documents necessary to carry out the purpose of this Agreement and to cooperate with each other for the expeditious filing of any and all documents and the fulfillment of the terms of this Agreement. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby, to the extent signed and delivered by facsimile transmission or email (in PDF format), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

11. 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.

12. 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.

13. Entire Agreement . This Agreement, and the Exhibits hereto 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 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.

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IN WITNESS WHEREOF, each of the undersigned parties has duly executed this Contribution Agreement, effective as of the date first set forth above.

Exhibit 10.10

CONTRIBUTION AGREEMENT

This Contribution Agreement (the “ Agreement ”) is made effective as of the 18 ^th day of August, 2015 (the “ Effective Date ”) among Hand MD, LLC, a California limited liability company (“ Seller ”); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a “ Principal Owner ”); Synergy CHC Corp., a Nevada corporation (“ Synergy ”); and Hand MD Corp., a Delaware corporation (“ Hand MD ”). Hand MD, Synergy, Principal Owners and Seller are sometimes referred to collectively as the “ Parties ” and individually as a “ Party ”.

BACKGROUND

A. Seller is engaged in the business of developing, manufacturing, and selling skincare, nail care and nail polish products (the “ Products ”) (the Products and the business related to the Products is collectively the “ Seller Business ”).

B. The Principal Owners, either directly or indirectly, collectively own all of the equity of Seller.

C. Seller holds all right, title and interest in and to all Intellectual Property used in the Seller Business.

D. Seller wishes to contribute the Intellectual Property, together with certain other assets, to Hand MD under the terms and conditions set forth below in exchange for shares of the capital stock of Hand MD. Hand MD will be jointly owned by Synergy and Seller.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

1. Definitions .

“ Affiliate ” means, 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 ” means 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 Products or are related to the Seller Business;

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

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

“ 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, LinkedIn, 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 ” has the meaning set forth in Section 5 ;

“ Knowledge of Seller ” or “ Seller’s Knowledge ” or a similar phrase means, with respect to any matter, the actual knowledge of the members, officers or managers of 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;

“ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, any other unincorporated organization or government;

“ Transaction Documents ” means this Agreement, the Bill of Sale, the IP Assignment 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.

2. Contribution of Assets . In exchange for the issuance of the Hand MD Securities (as defined below), Seller hereby grants, conveys, assigns, transfers and delivers to Hand MD all rights, title and interest in and to all of its intellectual property assets, including, without limitation, those specific assets set forth on Exhibit A attached hereto, and its Files and Records (collectively, the “ Contributed Assets ”).

3. Issuance of Hand MD Securities . In exchange for the contribution of the Contributed Assets and Seller’s execution of this Agreement, Hand MD hereby agrees to issue to Seller 1,000,000 shares of its Common Stock (the “ Hand MD Securities ”), representing fifty percent (50%) of Hand MD’s issued and outstanding capital stock on a fully-diluted basis as of the Closing.

4. Hand MD Representations . Hand MD hereby represents and warrants to Seller as follows:

(a) Corporate Organization . Hand MD is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, 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.

(b) Authorization and Validity of Agreement . Hand MD 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 Hand MD’s obligations thereunder have been duly authorized by all necessary company action by Hand MD, and no other proceedings on the part of Hand MD are necessary to authorize such execution, delivery and performance. Each of the Transaction Documents has been duly executed by Hand MD and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.

(c) No Conflict or Violation . The execution, delivery and performance by Hand MD of the Transaction Documents (i) does not and will not violate or conflict with any provision of the organizational documents of Hand MD (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, or other agreement or instrument to which Hand MD is a party.

5. Seller Representations . Seller and each of the Principal Owners hereby jointly and severally represent and warrant as follows:

(a) Organization. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The members of Seller do not, whether in their individual capacities or through any other entity, engage in any other business that competes with the Seller Business.

(b) Qualification to Do Business . Seller has the requisite power and authority and all necessary governmental authority to own, operate or lease the Contributed Assets, 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.

(c) Authorization and Validity of Agreement . Seller and the Principal Owners each have all requisite power and authority to enter into the Transaction Documents and to carry out their obligations thereunder. The execution and delivery of the Transaction Documents and the performance of Seller’s and the Principal Owners’ obligations thereunder have been duly authorized by all necessary corporate or member action of Seller, and no other proceedings on the part or in respect of Seller or the Principal Owners is necessary to authorize such execution, delivery and performance. The Transaction Documents have been duly executed by Seller and the Principal Owners and constitute valid and binding obligations, enforceable against Seller and the Principal Owners in accordance with their respective terms.

(d) No Conflict or Violation . The execution, delivery and performance by Seller and the Principal Owners of the Transaction Documents 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 Seller; (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 Seller is a party or by which Seller is bound or to which any of Seller’s properties or assets is subject; or (D) the Assigned Contracts or other rights, agreements or licenses constituting the Contributed Assets; or (b) otherwise interfere in any material manner with the operation of the Seller Business or the Contributed Assets or have any material adverse effect thereon.

(e) QVC Statements . Attached hereto are financial statements regarding sale of the Products on QVC. The statements are complete and correct and accurately reflect sales of the Products.

(f) Absence of Undisclosed Liabilities; Indebtedness . Seller has no indebtedness or liability, absolute or contingent, involving, affecting or relating to the Seller Business, the Contributed Assets, or the transactions contemplated by the Transaction Documents.

(g) Intellectual Property .

(h) Compliance with Law . The manufacture and sale of the Products, the operation of the Seller 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. 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 Seller Business, or the Contributed Assets. 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 Seller Business and the ownership of its properties.

(i) 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 members, managers, officers, directors, employees, agents or Affiliates involving, affecting or relating to Seller, any member or manager of Seller, the Seller Business, the Contributed Assets, or the transactions contemplated by the Transaction Documents.

(j) Assigned Contracts . Each contract assigned to Hand MD 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. 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 Seller, no other party to any Assigned Contract is in default in respect thereof, and, to the Knowledge of Seller, no event has occurred which, with due notice or lapse of time or both, would constitute such a default. There is no breach or cancellation or anticipated breach or cancellation by the other parties to any Assigned Contract.

(k) Title to Contributed Assets . Seller has good and valid title to, or a valid leasehold interest in, the Contributed Assets, free and clear of all liens.

(l) Product and Service Warranties; Adverse Events . Seller has made no express warranty or guarantee to any customer 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. There have not been any adverse events with respect to the Products of the Seller Business.

(m) Clients and Vendors . Seller maintains commercially reasonable relations with each of its clients and vendors, and no event has occurred that could materially and adversely affect Seller’s relations with any client or vendor.

(n) Status . Seller and the Principal Owners each represent and warrant that (a) it has had an opportunity to discuss the business, management and financial affairs of Hand MD, has had access to, the management of Hand MD, and has had the opportunity to review any other information requested by Seller, and (b) Hand MD will be relying upon Seller’s and the Principal Owners’ representations and warranties set forth herein in offering the Hand MD Securities to it. Seller and the Principal Owners further each represent and warrant that: (i)(A) it has adequate net worth and means of providing for its current needs and possible contingencies to sustain a complete loss in the Hand MD Securities, and has no need for liquidity of the Hand MD Securities; (B) it recognizes that ownership of the Hand MD Securities involves substantial risks, including a risk of total loss of the value of the Hand MD Securities, and has taken full cognizance of and understands all of the risk factors related to the ownership of the Hand MD Securities; and (C) it has sufficient knowledge and experience in business and investments, including financial, business and tax matters, to be capable of evaluating the merits and risks of ownership in Hand MD and making an informed decision about ownership in Hand MD; or (ii) is an “accredited investor” as such term is defined in Rule 501 of Regulation D.

(o) Acquisition for Own Account . This Agreement is made with Seller and the Principal Owners in reliance upon such parties’ representations Hand MD, which by its execution hereof Seller and the Principal Owners hereby confirm, that the Hand MD Securities to be received by it will be acquired for investment for Seller’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same. By executing this Agreement, Seller further represents that it does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person, or to any third person, with respect to the Hand MD Securities.

(p) No Intention to Distribute . Seller and the Principal Owners understand that the Hand MD Securities have not been registered under the Securities Act of 1933, as amended (the “ 1933 Act ” ) on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that Hand MD’s reliance on such exemption is predicated in part on the representations set forth herein. Sellers and the Principal Owners realize that the basis for the exemption may not be present if, notwithstanding such representations, Seller has in mind merely acquiring the Hand MD Securities for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. Seller and the Principal Owners do not have any such intention.

(q) No Registration . Seller and the Principal Owners understand that the Hand MD Securities may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Hand MD Securities or an available exemption from registration under the 1933 Act, the Hand MD Securities must be held indefinitely. In particular, Seller and the Principal Owners are aware that the Hand MD Securities may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about Hand MD. Seller and the Principal Owners represent that, in the absence of an effective registration statement covering the Hand MD Securities, it will sell, transfer, or otherwise dispose of such shares only in a manner consistent with its representations set forth herein and the Bylaws of Hand MD, as the same may be amended from time to time.

(r) Restrictions on Transfer . Seller agrees that in no event will it make a transfer or disposition of any of the Hand MD Securities (other than pursuant to an effective registration statement under the 1933 Act, or Rule 144 sale in compliance with the terms of such Rule or, to Hand MD’s reasonable satisfaction, pursuant to an exemption from the 1933 Act), unless and until (i) Seller shall have notified Hand MD of the proposed disposition and shall have furnished Hand MD with a statement of the circumstances surrounding the disposition, and (ii) if requested by Hand MD, at the expense of Seller or transferee, it shall have furnished to Hand MD an opinion of counsel, reasonably satisfactory to Hand MD, to the effect that such transfer may be made without registration under the 1933 Act.

(s) No representation or warranty by Seller or 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 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. 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 Contributed Assets , that has not been set forth in this Agreement or the Disclosure Schedules.

6. Execution and Delivery of Instruments . In addition to any other documents to be delivered under other provisions of this Agreement, on the Effective Date the Parties will execute and deliver (a) the IP Assignment Agreement, in substantially the form attached hereto as Exhibit B (the “ IP Assignment Agreement ”), and (b) a bill of sale substantially in the form attached hereto as Exhibit C (the “ Bill of Sale ”). Following the Effective Date, Seller agrees to duly execute and deliver or cause to be executed and delivered all instruments of sale, conveyance, transfer and assignment, and all notices, releases, acquittances and other documents that may be necessary to more fully grant, convey, transfer and assign, and deliver to, and vest in, Hand MD the Contributed Assets hereby granted, conveyed, transferred and assigned.

7. Post-Closing Matters . Seller shall preserve and maintain its organizational existence and remain in good standing for a period of at least twenty-four (24) months after the Effective Date. As soon as practicable after the Effective Date, 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 California Secretary of State and all other jurisdictions in which Seller has made registrations to transact business, and any other registrations and/or name filings such that Seller’s name does not include the words “Hand MD” or any derivative thereof, or any name which sounds or looks similar thereto, or any trademarks or trade names used in the Seller 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.

8. Noncompetition, Nonsolicitation and Nondisparagement.

(a) Noncompetition . Seller and the Principal Owners each acknowledge that (i) Hand MD and Synergy would not have entered into this Agreement but for the agreements and covenants contained in this Section 8 ; and (ii) the agreements and covenants contained in this Section 8 are reasonable and appropriate in scope; (iii) the Seller Business is worldwide in scope; and (iv) the business of Hand MD is worldwide in scope. To induce Hand MD to enter into this Agreement, each of Seller and the Principal Owners covenants and agrees that during the period commencing on the Effective Date and ending on the fifth (5th) anniversary of the Effective 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 Seller Business; (B) render any services to any Person for use in competing with Hand MD in connection with the Seller Business; (C) have an interest in any Person engaged in any business that competes with Hand MD in connection with the Seller Business, 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, 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 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 Hand MD or any of its Affiliates and customers, suppliers or prospects of the Seller Business. For purposes of this Section 8(a), with respect only to Alex Khadavi, the “ Seller Business ” shall be defined as the business of developing, manufacturing, and selling hand care, nail care and nail polish products.

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

(c) Customers of the Business . During the Restricted Period, Seller, its employees, officers, directors, the Principal Owners, and their respective Affiliates shall not (i) persuade or attempt to persuade any customer, prospective customer, client, prospective client, supplier or vendor of Hand MD or any of its Affiliates not to hire or do business with Hand MD or any of its Affiliates or any successor thereto; (ii) solicit for himself or any Person other than Hand MD or any of its Affiliates, the business of any Person who is a customer, client, supplier or vendor of Hand MD 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 Hand MD.

(d) Confidential Information . From and after the Closing, Seller, its members, employees, officers, managers, 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 Seller Business or Hand MD 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 Hand MD 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 Hand MD with prompt notice of such required disclosure so that Hand MD may attempt to obtain a protective order, (B) cooperates with Hand MD, at Hand MD’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.

(e) Nondisparagement . After the Effective Date, Seller and the Principal Owners will not disparage Hand MD, any of Hand MD’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 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 8 with respect to such party.

(g) Blue Penciling . If any term or other provision of this Section 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 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 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.

9. Indemnification .

(a) Survival . All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing.

(b) Indemnification by Seller . Seller shall defend, indemnify and hold harmless Synergy, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to:

(c) Indemnification Procedures . Whenever any claim shall arise for indemnification hereunder, Synergy shall promptly provide written notice of such claim to Seller. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action by a person or entity who is not a party to this Agreement, Seller, at its sole cost and expense and upon written notice to Synergy, may assume the defense of any such action with counsel reasonably satisfactory to Synergy. Synergy shall be entitled to participate in the defense of any such action, with its counsel and at its own cost and expense. If Seller does not assume the defense of any such action, Synergy may, but shall not be obligated to, defend against such action in such manner as it may deem appropriate, including, but not limited to, settling such action, after giving notice of it to Seller, on such terms as Synergy may deem appropriate and no action taken by Synergy in accordance with such defense and settlement shall relieve Seller of its indemnification obligations herein provided with respect to any damages resulting therefrom. Seller shall not settle any action without Synergy’s prior written consent (which consent shall not be unreasonably withheld or delayed).

10. 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.

11. 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 exclusive jurisdiction of, the federal and state courts of the State of Delaware located in Wilmington, Delaware for such purpose.

12. 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, or (ii) 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:

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

13. Execution of Documents; Counterparts; Delivery by Facsimile or E-Mail . Each party agrees to execute all documents necessary to carry out the purpose of this Agreement and to cooperate with each other for the expeditious filing of any and all documents and the fulfillment of the terms of this Agreement. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement or contemplated hereby, to the extent signed and delivered by facsimile transmission or email (in PDF format), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

14. 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.

15. 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.

16. Entire Agreement . This Agreement, the Exhibits and schedules hereto 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.

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IN WITNESS WHEREOF, each of the undersigned parties has duly executed this Contribution Agreement, effective as of the date first set forth above.

Exhibit 10.11

INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS AGREEMENT, effective August 18, 2015 (the “ Effective Date ”), is entered into by and between Synergy CHC Corp. , a corporation formed under the laws of the State of Nevada (“ Synergy ”) and HAND MD CORP. , a corporation incorporated under the laws of Delaware (“ Hand ”).

RECITALS

WHEREAS , Hand owns or licenses all right, title and interest in and to certain trademark(s), Know-How, and other intellectual property relating to a skincare product known as Hand MD; and

WHEREAS , the Parties desire to enter into an agreement whereby Hand will license to Synergy the exclusive right to manufacture and distribute the Licensed Products (as defined below), pursuant to the terms and conditions herein.

NOW THEREFORE in consideration of the mutual promises and covenants contained herein, the Parties, intending to be legally bound, agree as follows:

DEFINITIONS

Definitions. The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Section:

“ 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 Intellectual Property License 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 New York, New York, or (iii) any other day on which banks in New York, New York are required to be closed.

“ Commercial Sale ” means any shipment of the Licensed Products in the Territory pursuant to an arm’s length sale by Synergy or its Affiliates to a Third Party.

“ Commercialize ” means marketing, using, distributing, promoting, offering for sale, and selling the Licensed Products.

“ Effective Date ” means the date specified in the initial paragraph of this Agreement.

“ Force Majeure ” has the meaning set forth in Section 0.

“ 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.

“ Hand Indemnified Party ” has the meaning set forth in Section 0.

“ Hand Marks ” means the trade-marks “Hand MD”, and any other marks Hand may adopt for use for the Licensed Products.

“ Improvements ” means any new indications, dosage strengths, reformulations, line extensions or other advances in, modifications or improvements to the Licensed Products.

“ Know-How ” means all scientific, technical, manufacturing, marketing, production, sales and other information relating to the Licensed Products, as well as any other intellectual property for or related to the Licensed Products, that is known to or controlled by Hand 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 the Hand MD skincare products and all Improvements thereto.

“ Minimum Royalty ” means $0 for the first 12 months following the Effective Date; $250,00 for months 13 through 24 following the Effective Date; and $500,000 for months 25 through 36 following the Effective Date.

“ Net Sales ” means the gross amounts invoiced by or on behalf of Synergy and its Affiliates for sales of Products to third parties that are not Affiliates of Synergy in bona fide, arm’s-length transactions, plus any amounts not invoiced in connection with any wholesale or retail level discounted prices, less the following deductions if and to the extent they are (i) determined in accordance with Synergy’s accounting standards, (ii) actually taken by Synergy or its Affiliates and (iii) included in the gross invoiced sales price of any Licensed Products or otherwise directly paid or incurred by Synergy or its Affiliates with respect to the sale of Licensed Products:

“ Party ” means either Hand or Synergy and “ Parties ” means both Hand and Synergy.

“ 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.

“ SDEA ” means the Safety Data Exchange Agreement to be entered into by the Parties within ninety (90) days after the Effective Date.

“ 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.

“ Synergy Indemnified Party ” has the meaning set forth in Section 0.

“Territory ” means worldwide.

“ Third Party ” means any person other than the Parties and their Affiliates.

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.

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.

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.

Dollars . References in this Agreement to “Dollars” or “$” shall mean the legal tender of the United States, unless otherwise noted.

Date References . References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

Gender . Words of one gender include the other gender.

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.

Solidary Obligations . Unless specified otherwise in this Agreement, the obligations of any Party consisting of more than one person are solidary (joint and several).

No Strict Construction . This Agreement has been prepared jointly and shall not be strictly construed against either Party.

Number of Days . Whenever this Agreement refers to a number of days, unless otherwise specified, such number shall refer to calendar days.

Party References . Reference to any Party includes the successors and permitted assigns of that Party.

Singular/Plural . Words using the singular or plural number also include the plural or singular number, respectively.

GRANT OF RIGHTS

License . Subject to the terms of this Agreement, Hand hereby grants to Synergy and Synergy hereby accepts, for the Term , and for the Territory, an exclusive license under the Know-How to Commercialize the Licensed Products.

Sublicensing . Synergy may sublicense its rights granted hereunder or use sub-distributors or third party service providers to exercise its rights 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 Synergy assumes full responsibility for any actions taken by any sublicensee, distributor or other party and any of the expenses, costs, or fees incurred by any sublicensee, distributor or other party.

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.

Restriction on Hand. During the Term of this Agreement, Hand shall not: (i) solicit or accept orders for distribution of Licensed Products to a Third Party for sale or distribution in the Territory; (ii) distribute any Licensed Products for sale or use in the Territory; or (iii) grant any license or right with respect to the Licensed Products in the Territory.

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.

REGULATORY AND DEVELOPMENT

Regulatory Submissions . Synergy 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. Hand shall provide reasonable assistance to Synergy 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 Synergy. Synergy shall notify Hand of all Regulatory Submissions that it submits.

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.

Other Covenants of Synergy . In addition to its other obligations, commitments and undertakings set out in this Agreement, Synergy agrees to:

assume the reasonable costs of intellectual property filings, procurement and maintenance for all intellectual property applications and registrations associated with the Licensed Products in the Territory; and

assume all marketing, sales and distribution expenses related to the commercialization of the Licensed Products in the Territory.

Other Covenants of Hand . In addition to its other obligations, commitments and undertakings set out in this Agreement, Hand agrees to:

provide Synergy with all documentation relating to the submissions for Regulatory Approval to the U.S. Food and Drug Administration or the European Medicines Agency or any other Governmental Authority for the Licensed Products within one (1) month from submission;

where applicable, provide reasonable assistance to Synergy with the Regulatory Submission of the Licensed Products in the Territory;

provide full assistance and cooperation with respect to securing intellectual property protection in the Territory for the Licensed Products;

not assign the intellectual property associated with Licensed Products to any Third Party;

coordinate Launch activities with Synergy, including pharmacovigilence, pricing, reimbursement, positioning and health care conferences; and

promptly provide United States and international marketing and sales materials used for the Licensed Products.

TRADEMARKS

Trade-Mark License . Hand hereby grants to Synergy, for the Term, an exclusive, royalty-free license to use the Hand Marks in the Territory in association with the Licensed Products.

Ownership . Synergy acknowledges that the Hand Marks are owned by Hand. The Hand Marks shall be and remain the sole and exclusive property of Hand. Synergy shall not contest the ownership of the Hand Marks or the validity of any registration relating thereto. Synergy agrees, at the request of Hand, to execute any and all proper documents appropriate to assist Hand in obtaining and maintaining Hand’s rights in and to the Hand Marks.

Licensed Products to Bear Mark . Licensed Products distributed by Synergy under this Agreement shall bear the Hand Marks, subject to the approval of such labeling by appropriate Governmental Authorities.

No Similar Mark . Synergy will not, without Hand ’s prior written consent, register or use in connection with any product, any trade-mark that is confusingly similar to the Hand Marks.

COMMERCIALIZATION

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.

Quality Complaint Reporting. Synergy 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 Hand, in a timely manner, with reports resulting from such investigations. If Hand 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 Synergy, who will be solely responsible for communication and response, if any, to the customer in the Territory. If Synergy does not or is unable to respond to any product quality complaints related to the Licensed Products in a timely manner, Hand shall have the right to do so.

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 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.

Recall . Synergy shall advise Hand of any Governmental Authority initiated mandatory recall of Licensed Products in the Territory. Prior to executing any recall of Licensed Products in the Territory, Synergy shall review with Hand the proposed manner in which the recall is to be carried out. Synergy will give due consideration to any reasonable recommendation from Hand as to the manner of conducting the recall, provided that it is agreeable to the applicable Governmental Authority. Synergy shall communicate directly with the applicable Governmental Authorities in relation to a Licensed Products recall in the Territory.

ROYALTIES

Earned Royalty . In consideration of its license to the Know-How under this Agreement, Synergy shall pay to Hand a royalty of 5% of the Net Sales Price of each Licensed Product sold, transferred or otherwise disposed of by or for Synergy in the Territory during Term pursuant to Section 2.1, not including Sublicensing Royalty (“ Earned Royalty ”), and 5% of all amounts received by Synergy from any sublicenses granted pursuant to Section 2.2 (“ Sublicensing Royalty ; the Earned Royalty and Sublicensing Royalty shall be collectively the “ Royalties ”).

Minimum Royalty . If the total Royalties for any calendar quarter is less than the Minimum Royalty, Synergy shall pay Hand the Earned Royalty plus the difference between the Minimum Royalty and the Earned Royalty for that calendar quarter. For clarity, the Minimum Royalty (if any) is calculated quarterly (i.e., for months 13 through 24 following the Effective Date, it is $62,500 per calendar quarter). The Minimum Royalty terminates upon the 3 year anniversary of the Effective Date.

Taxes . Synergy will make all payments to Hand 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 Synergy under this Agreement will be timely paid by Synergy on behalf of Hand to the appropriate Governmental Authority, and Synergy will furnish Hand with the corresponding proof of payment of such tax, as may be required in order to enable Hand to request reimbursement or deduction of the withheld amount, or to otherwise comply with its duties. Synergy and Hand agree to cooperate to legally minimize and reduce such withholding taxes and provide any information or documentation required by any taxing authority.

Payment Terms and Royalty Statements

Synergy shall pay all Royalties (and Minimum Royalties, if applicable) for each calendar quarter within 60 days of the end of such calendar quarter. Synergy shall make all payments in US dollars by wire transfer of immediately available funds to a bank account to be designated in writing by Hand.

On or before the due date for all payments to Hand pursuant to this Section 6, Synergy shall provide Hand with a statement (“ Payment Statement ”) showing:

the total Net Sales Price of all Licensed Products sold, transferred or otherwise disposed of by Synergy and the total Sublicensing Revenue accrued in the relevant calendar quarter;

the calendar quarter for which the Earned Royalties and the Sublicensing Royalties were calculated; and

such other particulars as are reasonably necessary or as may be reasonably requested by Hand for an accurate accounting of the payments made pursuant to this Agreement.

Audit

Hand, at its own expense, may at any time within 1 year after receiving any Payment Statement from Synergy, nominate an independent Certified Public Accountant (“ Auditor ”) who shall have access to Synergy’s applicable records during Synergy’s normal business hours for the purpose of verifying all payments made under this Agreement.

Hand shall provide to Synergy a copy of the Auditor’s audit report within 5 days of Hand’s receipt of the report. If the report shows that payments made by Synergy are deficient by more than five percent (5%) of the amount that was reported under this Agreement, Synergy shall pay Hand the deficient amount and the fees and expenses of the Auditor in connection with such audit within 30 days after Synergy’s receipt of the audit report.

INTELLECTUAL PROPERTY

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 Know-How and any actual, alleged or threatened infringement or passing off of the Hand Mark, of which such Party becomes aware.

Response to Third Party Infringement . Hand shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-How, the Hand 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 Hand elects to respond to any actual or threatened infringement by initiating a proceeding, Hand shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand may settle or compromise any such proceeding without the consent of Synergy; provided, however, that if such settlement affects Synergy’s rights under this Agreement, or Synergy’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy to admit wrongdoing, fault, or liability, Hand will not settle or compromise any such proceeding without the written consent of Synergy, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand elects not to respond to any actual or threatened infringement of the Know-How, the Hand 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 Synergy shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy shall have full control over the conduct of such proceeding and Synergy may settle or compromise any such proceeding without the consent of Hand; provided, however, that if such settlement affects Hand’s intellectual property rights or its rights under this Agreement, or otherwise requires Hand to admit wrongdoing, fault, or liability, Synergy will not settle or compromise any such proceeding without the written consent of Hand, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy in the event that Hand elects not to respond to any actual or threatened infringement.

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.

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.

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 promptly discuss a strategy to defend or mitigate against any actual or alleged infringement.

REPRESENTATION AND WARRANTIES

Hand Covenants, Representations and Warranties . Hand covenants, represents and warrants (as the case may be) to Synergy that:

Hand is a corporation duly organized, validly existing and in good standing under the laws of Delaware;

Hand has the legal right and authority to enter into this Agreement;

Hand has taken all necessary actions to authorize the execution, delivery and performance of this Agreement;

Hand has obtained all consents, licenses and authorizations that are necessary to perform its obligations under this Agreement;

Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Hand, enforceable against Hand 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;

The performance of Hand’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;

Hand 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;

Hand solely owns all of the Know-How and Hand Marks licensed to Synergy pursuant to this Agreement and the Know-How licensed to Synergy pursuant to this Agreement is all of the Know-How that is necessary for Synergy to carry out its obligations and exercise its rights under this Agreement;

Hand 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; and

To the knowledge of Hand, there are no activities being carried out by Third Parties in the Territory that would constitute infringement or misappropriation of the Know-How or the Hand Mark.

Synergy Representations and Warranties . Synergy covenants, represents and warrants to Hand (as the case may be) as follows:

Synergy is a corporation duly organized, validly existing and in good standing, under the laws of Nevada;

Synergy has the legal right, authority, and power to enter into this Agreement;

Synergy has taken all necessary action to authorize the execution, delivery, and performance of this Agreement;

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;

The performance of Synergy’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 it is a party; and

Synergy 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.

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.

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.

Indemnification by Hand . Hand 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 Hand or an Affiliate of Hand; (ii) any violation of Applicable Law by Hand or its Affiliates; and (iii) any negligent act or omission or willful misconduct of Hand or its Affiliates; (iv) any claim that the sale by Synergy 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 Synergy or a Synergy Indemnified Party, (ii) any violation of Applicable Law by Synergy or a Synergy Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Synergy or a Synergy Indemnified Party.

Indemnification by Synergy . Synergy hereby agrees to defend, indemnify, and hold Hand, its Affiliates and their respective officers, directors, employees and agents, (each a “ Hand 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; 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 Hand or a Hand Indemnified Party, (ii) any violation of Applicable Law by Hand or a Hand Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Hand or a Hand Indemnified Party.

Indemnification Procedure . If an indemnified party intends to claim indemnification under this Section 0, 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 0. 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.

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.

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.

TERM AND TERMINATION

Term . This Agreement will take effect from the Effective Date and, unless earlier terminated in accordance with the terms herein, will continue in perpetuity (the “ Term ”).

Termination for Breach . Either Party may terminate this Agreement by written notice to the other Party with immediate effect in the following cases:

In the event of a petition in bankruptcy 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.

If the other Party is otherwise in material default or breach of this Agreement and such default or breach is not cured within (i) thirty (30) days after written notice thereof is delivered to the defaulting or breaching Party, or (ii) in the case of a breach that cannot be cured within thirty (30) days, within a reasonable period not exceeding sixty (60) days after written notice thereof is delivered to the defaulting or breaching Party.

Effect of Termination . Upon expiry or termination of this Agreement, all licenses and rights granted by Hand hereunder shall terminate and Synergy will:

except as provided for in Section 0, cease any Commercialization of the Licensed Products in the Territory; and

within thirty (30) days or expiry or termination, transfer title to all current and pending Regulatory Approvals for the Licensed Products to Hand and assist Hand, at Hand’s cost, in submitting appropriate documents to transfer the Regulatory Approvals for the Licensed Products to Hand or its designee.

Survival . In the event of the termination of this Agreement for any reason, the following provisions of this Agreement shall survive: Sections 1, 7, 8.5, 8.7, 9.4, 9.5 and 10 , 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.

Sell-Off of Inventory . Upon termination of this Agreement, Synergy shall be entitled to sell off any inventory of the Licensed Products in Synergy’s possession or control on the date such termination is effective, provided such sales are in the normal course of business and consistent with sales of the License Products during the Term of this Agreement.

OTHER PROVISIONS

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.

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.

Assignment . Except in connection with the acquisition of Synergy or the sale of all or substantially all of the assets of Synergy, 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.

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.

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 promptly 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 one (1) month, 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.

Notices and Amendments . Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by internationally recognized international courier, and 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 0. Notices and other communications shall be addressed as follows:

In the case of Synergy:

Synergy CHC Corp.

c/o Jack Ross

865 Spring Street

Westbrook, Maine 04092

E-mail: jack@synergystrips.com

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

E-mail: dmannheim@wyrick.com

In the case of Hand:

[____________]

Attention:

Fax:

E-mail:

with a copy to:

Klehr Harrison Harvey Branzberg LLP

1835 Market Street, Suite 1400

Philadelphia, Pennsylvania 19103

U.S.A.

Attention: William W. Matthews, III

E-mail: WMatthews@klehr.com

Complete Agreement . This 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.

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.

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.

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 Delaware. The Parties hereto irrevocably consent to the exclusive jurisdiction of, the federal and state courts of the State of Delaware located in Wilmington, Delaware for such purpose. If either Party in its sole judgment, acting reasonably, believes that any dispute could cause it irreparable harm, such Party will be entitled to seek equitable relief in order to avoid such irreparable harm.

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.

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.

Time of Essence. Time shall be of the essence of this Agreement and of each provision hereof.

[ Signature page follows ]

In witness whereof , the parties have signed this Agreement.

Signature Page – Intellectual Property License Agreement

Exhibit 10.12

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “ Agreement ”) is made and entered into as of August 18, 2015 (the “ Effective Date ”), by and between Synergy CHC Corp., a Nevada corporation (the “ Company ”), and Kara Harshbarger (the “ Consultant ”).

WITNESSETH

WHEREAS, the Company desires to engage Consultant to provide certain services on an independent contractor basis as outlined below, and Consultant wishes to provide such services to Company; and

WHEREAS, the Company and Consultant desire to establish and document the terms and conditions of the consulting relationship between them.

NOW, THEREFORE, in consideration of the mutual promises and obligations of the parties set forth herein and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Appointment of Consultant; Services. Company appoints Consultant and Consultant hereby accepts appointment as an independent contractor to perform services related to marketing and sales as may be requested by the Company from time to time, which may include, without limitation, the services described on Exhibit A hereto (the “ Services ”).

2. Term; Termination. This Agreement will be effective as of the Effective Date and will continue in effect for one year, unless earlier terminated by either party upon written notice to the other party. If Company terminates Consultant other than for cause during the term, then the payments set forth in Section 5 will continue until the end of the term.

3. Duties of Consultant. Consultant agrees to diligently, competently, and to the best of her ability perform the Services, provided that Consultant will at all times retain sole and absolute discretion and judgment in the manner and means of carrying out the Services. Other than expenses that are preapproved by the Company in writing, Consultant will be responsible for her expenses incurred in connection with the performance of the services described herein, including, without limitation, the costs and expenses of any insurance, office space, and supplies, as well as any applicable taxes, withholdings, contributions, fees or charges levied or required by any governmental entity as a result of Consultant’s performance of the Services; provided , however , for the purposes of this Section 3, the Company hereby preapproves any and all QVC travel expenses as well as press travel expenses for two meetings annually in New York City with beauty editors. Consultant will obtain and maintain all licenses, permits and approvals necessary to perform the Services.

4. Services for Others. During Consultant’s engagement with the Company, Consultant will be free to perform services for other persons and entities, provided that performance of such services does not materially interfere with Consultant’s performance of the Services under this Agreement, and Consultant will comply with Sections 9, 10, and 12 of this Agreement with respect to her services for or on behalf of other persons and entities.

5. Compensation of Consultant. As compensation for the performance of the Services, the Company will pay Consultant a consulting fee of ten thousand dollars ($10,000) per month while this Agreement remains in effect, prorated for any partial months. Consultant will be paid in advance in installments of ten thousand dollars ($10,000) on the 1st day of each month while this Agreement remains in effect, upon receipt of an invoice from Consultant. The initial payment of $10,000 shall be payable on August __, 2015.

6. Independent Contractor Status of Consultant.

(a) Consultant’s legal status is an independent contractor of Company. Nothing in this Agreement makes Consultant the agent, partner, joint venturer, employee, or legal representative of Company for any purpose whatsoever; nor shall Consultant hold herself out as such. Consultant will have no authority to bind Company in any manner or for any purpose.

(b) Consultant (and any employees or agents of Consultant) will not be employees of Company for any purpose, including for purposes of the Fair Labor Standards Act’s minimum wage and overtime provisions, nor any other provision of federal, state, or local law applicable to employees. Further, Consultant understands and agrees that Consultant (and any employees or agents of Consultant) will not be entitled to any employment benefits that may be made available by the Company to its employees, including but not limited to vacation pay, sick leave, retirement benefits, social security, workers’ compensation, health or disability benefits, and unemployment insurance benefits.

(c) Consultant acknowledges that Consultant has not relied on any statements or representations by the Company or its attorneys with respect to the tax treatment of any compensation due under this Agreement. Consultant understands that the Company will not be responsible for withholding or paying any federal, state, or local income, social security, or other taxes in connection with any compensation paid under this Agreement, and Consultant agrees that Consultant is solely responsible for any such tax payments.

7. Representations. Consultant hereby represents and warrants to Company that (a) Consultant is free to enter into this Agreement with Company and to perform the Services described herein; (b) the execution of this Agreement and the performance of the Services by Consultant will not result in the breach of any express or implied, oral or written, contract or agreement, to which Consultant is bound (including, without limitation, any non-competition agreement with a current or prior employer); and (c) the execution of this Agreement and the performance of the Services will not at any time interfere with or violate any third party rights (including, without limitation, the use, disclosure, misappropriation, or infringement of any confidential information, proprietary rights or intellectual property belonging to any other person or entity).

8. Indemnification.

(a) Consultant agrees to indemnify and hold Company harmless from and against any and all third party liabilities, claims, causes of action, losses, costs, fees (including, without limitation, attorneys’ fees), expenses, damages and penalties arising out of or relating to the acts or omissions of Consultant or her agents in performing Consultant’s obligations under this Agreement (including, without limitation, any negligence or intentional misconduct in performing the Services, or any breach of any representation, warranty or other provision of this Agreement by Consultant).

(b) Company agrees to indemnify and hold Consultant harmless from and against any and all third party liabilities, claims, causes of action, losses, costs, fees (including, without limitation, attorneys’ fees), expenses, damages and penalties arising out of or relating to the acts or omissions of Company or its agents in performing Company’s obligations under this Agreement (including, without limitation, any breach of any representation, warranty or other provision of this Agreement by Company).

9. Ownership of Intellectual Property.

(a) Consultant will immediately and fully disclose in writing to the Company all intellectual property and other proprietary information, including without limitation, all inventions, methods, processes, innovations, discoveries, developments, ideas, technologies, computer code and programs, macros, trade secrets, know-how, formulae, designs, patterns, marks, names, improvements, industrial designs, mask works, works of authorship, technical materials relating to the business of the Company conceived or developed for the Company by the Consultant during her engagement by the Company (collectively, “ Intellectual Property ”) whether or not any such Intellectual Property is patentable, copyrightable, or otherwise protectable. Notwithstanding the foregoing, this Agreement shall not be construed to apply to, and shall not create any assignment of, any Intellectual Property of Consultant that Consultant developed entirely on Consultant’s own time without using the Company’s equipment, facilities, or trade secret information, except for Intellectual Property that results from any work performed by the Consultant for the Company. The Company acknowledges that Consultant, subject to the Non-competition provisions of Section 12, below, may create inventions, methods, processes, innovations, discoveries, developments, ideas, technologies, computer code and programs, macros, trade secrets, know-how, formulae, designs, patterns, marks, names, improvements, industrial designs, mask works, works of authorship, technical materials for third parties during the term of this Agreement.

(b) Consultant does hereby, and will from time to time immediately upon the conception or development of any Intellectual Property in the course of Consultant’s engagement with the Company assign to the Company all of her right, title and interest in and to all such Intellectual Property (whether or not patentable, registrable, recordable or protectable by copyright and regardless of whether the Company pursues any of the foregoing). If any Intellectual Property falls within the definition of “work made for hire,” as such term is defined in 17 U.S.C. § 101, such Intellectual Property will be considered “work made for hire,” and the copyright of such Intellectual Property will be owned solely and exclusively by the Company. If any Intellectual Property does not fall within such definition of “work made for hire” then the right, title, and interest in and to such Intellectual Property of Consultant will be assigned to the Company pursuant to the first sentence of this Section 9(b).

(c) Consultant will execute and deliver any assignment instruments and do all other things reasonably requested by the Company (both during and after Consultant’s engagement with the Company) in order to more fully vest in the Company sole and exclusive right, title, and interest in and to all Intellectual Property. Consultant agrees to cooperate with and provide reasonable assistance to the Company in the preparation of applications for letters patent, copyright, and other forms of protection for Intellectual Property, including but not limited to the execution and delivery of any instruments reasonably requested by the Company (both during and after Consultant’s engagement with the Company), in order to protect the Company’s interest in and to all Intellectual Property. If the Company is unable for any reason to secure Consultant’s signature on any lawful and necessary document required to apply for or execute any patent, trademark, copyright or other applications with respect to any Intellectual Property (including renewals, extensions, continuations, divisions or continuations in part thereof), Consultant hereby irrevocably designates and appoints the Company and its then current Chief Executive Officer as Consultant’s agent and attorney-in-fact to act for and in behalf and instead of Consultant, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or other rights thereon with the same legal force and effect as if executed by Consultant.

10. Confidential Information.

(a) Consultant acknowledges that during her engagement with Company, Consultant will have access to certain highly-sensitive, confidential, and proprietary information belonging to the Company or third parties who may have furnished such information under obligations of confidentiality, relating to and used in the Company’s business (collectively, “ Confidential Information ”). Consultant acknowledges that, unless otherwise available to the public, Confidential Information includes, but is not limited to, the following categories of information and material, including all copies, notes, or other reproductions or replicas thereof: financial statements and information; budgets, forecasts, and projections; business and strategic plans; marketing, sales, and distribution strategies; research and development projects; records relating to any intellectual property developed by, owned by, controlled, licensed, or maintained by the Company; information related to the Company’s inventions, research, products, designs, methods, know-how, formulae, techniques, systems, processes; customer lists; non-public information relating to the Company’s customers, suppliers, employees, distributors, or investors; the specific terms of the Company’s agreements or arrangements, whether oral or written, with any customer, supplier, vendor, or contractor with which the Company may be associated from time to time; and any and all information relating to the operation of the Company’s business which the Company may from time to time designate as confidential or proprietary or that Consultant reasonably knows should be, or has been, treated by the Company as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print, or any other form, including all originals, copies, notes, or other reproductions or replicas thereof.

(b) Confidential Information does not include any information that: (i) at the time of disclosure is generally known to, or readily ascertainable by, the public; (ii) becomes known to the public through no fault of Consultant or other violation of this Agreement; or (iii) is disclosed to Consultant by a third party under no obligation to maintain the confidentiality of the information.

(c) Consultant agrees that Consultant will maintain the confidentiality of the Confidential Information at all times during and following her engagement by the Company and will not, directly or indirectly, use or disclose any Confidential Information for any purpose other than to the extent necessary to perform the Services.

(d) The restrictions in Section 10(c) above will not apply to any information to the extent that Consultant is required to disclose such information by law, provided that the Consultant (i) notifies the Company of the existence and terms of such obligation (to the extent Consultant is not legally prohibited or restricted from doing to), (ii) gives the Company a reasonable opportunity to seek a protective or similar order to prevent or limit such disclosure (to the extent Consultant is not legally prohibited or restricted from doing to), and (iii) only discloses that information actually required to be disclosed.

11. Return of Property. Upon termination of Consultant’s engagement with the Company for any reason, or at any time upon request of the Company, Consultant will promptly deliver to the Company all Confidential Information in any form along with all personal property belonging to the Company that is in Consultant’s possession, custody, or control, including, without limitation, all files, memoranda, designs, correspondence, manuals, programs, data, records, notes, notebooks, reports, papers, equipment, computer software, proposals, or any other file, material, document or possession (whether in hard copy or any electronic format), however obtained, along with any reproductions or copies. Notwithstanding the foregoing, Consultant may retain Confidential Information to the extent required to demonstrate her compliance with any legal, fiduciary or professional obligations, as well as Confidential Information contained in deleted emails and electronic documents which are archived by or on her behalf but are not accessible by the individuals who created or received such emails or documents, provided that in each case any retained Confidential Information shall remain subject to the confidentiality and non-use obligations set forth herein in accordance with the terms of this Agreement.

12. Non-Competition and Non-Solicitation. The parties acknowledge and agree that Consultant, through her association with Company as an independent contractor, will acquire a considerable amount of knowledge and goodwill with respect to the business of Company (including but not limited to its customer relationships), which knowledge and good will are extremely valuable to Company and which would be extremely detrimental to Company if used by Consultant to compete with Company. It is therefore understood and agreed that it is necessary for Consultant to be bound by certain reasonable covenants in order to afford fair protection to Company from unfair competition by Consultant. Consequently, as a material inducement for Company to engage Consultant, Consultant agrees to the restrictive covenants described herein.

(a) Definitions . The following definitions are applicable to this Section 12:

(i) “ Business ” means the marketing and sale of skincare, nail polish and nail care products, including but not limited to products under the brand name Hand MD.

(ii) “ Customer ” means any person or entity who is or was a customer or client of the Company at the time of, or during the 12 month period prior to, the termination of Consultant’s engagement with the Company.

(iii) “ Restricted Period ” means the period commencing on the date of termination of Consultant’s engagement with the Company and ending twelve (12) months after such date; provided, however, that the period shall be tolled and shall not run during any time Consultant is in violation of this Section 12, it being the intent of the parties that the Company is entitled to a full twelve (12) months post-engagement free of Consultant’s competition and solicitation as described in this Section 12.

(iv) “ Territory ” means the United States of America, it being understood that the business of the Company is nationwide in scope.

(b) Non-Competition. During Consultant’s engagement with the Company and during the Restricted Period, Consultant will not (i) engage in the Business in the Territory (other than on behalf of the Company), or (ii) hold a position based in or with responsibility for all or part of the Territory, with any person or entity engaging in the Business, whether as an employee, consultant, or otherwise, in which Consultant will have duties, or will perform or be expected to perform services for such person or entity, that is or are the same as or substantially similar to the services actually performed by Consultant for the Company within the twelve (12) month period immediately preceding the termination of Consultant’s engagement with the Company, or in which Consultant will use or disclose or be reasonably expected to use or disclose any confidential or proprietary information of the Company.

(c) Non-Solicitation. During Consultant’s engagement with the Company and during the Restricted Period, Consultant will not, directly or indirectly, on Consultant’s own behalf or on behalf of any other party (except on behalf of the Company):

(i) Call upon, solicit, divert, encourage or attempt to call upon, solicit, divert, or encourage any Customer for purposes of marketing, selling, or providing products or services to such Customer that are similar to or competitive with those offered by the Company;

(ii) Accept as a customer any Customer for purposes of marketing, selling, or providing products or services to such Customer that are similar to or competitive with those offered by the Company;

(iii) Induce, encourage, or attempt to induce or encourage any Customer to reduce, limit, or cancel its business with the Company; or

(iv) Solicit, induce, or attempt to solicit or induce any employee or consultant of the Company to terminate his or her employment or engagement with the Company.

(d) Reasonableness of Restrictions. Consultant acknowledges and agrees that (i) the restrictive covenants in this Agreement are essential elements of Consultant’s engagement by the Company and are reasonable given Consultant’s access to the Company’s confidential information and the substantial knowledge and goodwill Consultant will acquire with respect to the business of the Company as a result of Consultant’s engagement by the Company; (ii) the restrictive covenants contained in this Agreement are reasonable in time, territory, and scope, and in all other respects. Should any part or provision of this Section 12 be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement. The parties further agree that if any portion of this Section 12 is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, or other restrictions are deemed to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be replaced by terms that are valid and enforceable and that come closest to expressing the intention of such invalid or unenforceable terms.

13. Remedies . Consultant acknowledges and agrees that Consultant’s breach or threatened breach of Sections 9, 10, 11, and/or 12 of this Agreement will result in immediate and irreparable injury to Company, which injury will not be subject to redress by monetary damages. Accordingly, Consultant agrees that Company is entitled to enforce this Agreement by seeking a temporary restraining order, preliminary and permanent injunction and/or any other appropriate equitable relief to prevent or retrain such breach. Nothing in this Section prohibits the Company from pursuing any other remedies available to it in law or equity, including but not limited to the recovery of monetary damages. The Company will be entitled to recover its costs incurred in connection with any action to enforce Sections 9, 10, 11, and/or 12 of this Agreement, including reasonable attorneys’ fees and expenses, to the maximum extent permitted by law.

14. Benefit; Assignment. The rights, duties and obligations of the parties under this Agreement shall inure to the benefit and shall be binding upon their respective successors and permitted assigns. Neither this Agreement nor the respective rights, duties, obligations and responsibilities of Consultant under this Agreement may be assigned or transferred, in whole or in part, by Consultant to any other person, association, organization, company or other entity (including subcontractors) without the prior written consent of Company.

15. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to that body of law known as choice of law. Any litigation arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in Wilmington, Delaware. Each party (a) consents to the personal jurisdiction of said courts, (b) waives any venue or inconvenient forum defense to any proceeding maintained in such courts, and (c) agrees not to bring any proceeding arising out of or relating to this Agreement in any other court.

16. Miscellaneous.

(a) The provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 will survive the termination of this Agreement for any reason.

(b) Should any provision of this Agreement or the application thereof, to any extent, be held invalid or unenforceable, the remainder of this Agreement and the application thereof, other than those provisions held invalid or unenforceable, shall not be affected thereby and shall continue valid and enforceable to the fullest extent permitted by law or equity.

(c) No waiver by either party of any breach of this Agreement shall be construed as a waiver of any succeeding breach of this Agreement.

(d) This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Agreement.

(e) This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral regarding the subject matter thereof.

(f) This Agreement may be amended only by a written instrument signed by both Company and Consultant.

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

Exhibit A

Sales, marketing, and product development other consulting services.

Assistance with development of at least two new products for the Company.