Exhibit 10.16  

AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “ Amendment ”).

WHEREAS Synergy (then known as Synergy Strips Corp.) and the Lender are parties to that certain loan agreement (as amended by the First Amendment, the “ Loan Agreement ”) made as of the 21 ^st day of January, 2015, pursuant to which the Lender has extended a loan to Synergy in the principal amount of Six Million United States Dollars (US$6,000,000) as amended by a first amendment to the loan agreement made as of November 12, 2015 (the “ First Amendment ”) pursuant to which the Lender has extended an additional loan to Synergy in the principal amount of Five Million Five Hundred Thousand United States Dollars (US$5,500,000) (the “ Additional Loan ”);

WHEREAS the Lender and Synergy desire to amend the First Amendment to, inter alia , modify the conditions precedent for the second tranche of the Additional Loan;

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

Article 1
interpretation

In this Amendment, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

Article 2
amendments

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

Article 3
MISCELLANEOUS

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

Time shall be of the essence of this Amendment.

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

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

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

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

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

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

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

Exhibit 10.17

AMENDMENT AND CONFIRMATION AGREEMENT

THIS AGREEMENT, effective December 3 ^rd , 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“ Knight ”), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. ( “ Nomad ” ) , a corporation formed under the laws of Australia, and SYNERGY CHC CORP. ( “ Synergy ” ) , a corporation formed under the laws of the State of Nevada, and BREAKTHROUGH PRODUCTS, INC. (“ Breakthrough ”), a corporation formed under the laws of Delaware.

WHEREAS Synergy and Knight are parties to that certain distribution, license and supply agreement dated January 22, 2015 as may be amended, supplemented or restated from time to time (the “ DLS Agreement ”);

WHEREAS pursuant to the DLS Agreement, Synergy, for itself and on behalf of its Affiliates, has named Knight its exclusive distributor of Licensed Products in the Territory;

WHEREAS Synergy has acquired all of the shares of Nomad effective November 16, 2015 and, as and from that date, Nomad became an Affiliate;

WHEREAS Synergy has acquired all of the shares of Breakthrough effective November 12, 2015 and as and from that date, Breakthrough became an Affiliate;

WHEREAS the parties wish to confirm that the terms and conditions of the DLS Agreement apply to Nomad and Breakthrough effective from the dates each became an Affiliate;

WHEREAS the parties wish to confirm certain amendments to the DLS Agreement;

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

“(i) with respect to Synergy means FocusFactor, FocusFactor Kids, Synergy Strips and all Improvements thereto, and (ii) with respect to Nomad, Breakthrough and any other Subsidiary of Synergy means all of the their present and future products (including with respect to Nomad “Flat Tummy Tea” and with respect to Breakthrough “urgentRX”)”.

“Territory (i) means Canada, Israel, Romania, Russia and each of the countries within Sub-Saharan Africa.”

“9.3 Termination of Knight . Knight may terminate this Agreement in whole or in part (including with respect to a particular Licensed Product and/or Territory or a particular Territory in respect of a particular Licensed Product) by notice in writing given not less than sixty (60) days prior to the intended termination date.”

In witness whereof , the parties have signed this Agreement.