Exhibit 10.19 


 


SECOND
AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT


 


The
SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019
(the “Second Amendment Agreement”),


 


BETWEEN:
KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados;


 


(hereinafter
called the “Lender”)


 


AND:
SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada;


 


(hereinafter
called the “Synergy”)


 


WHEREAS
Synergy and the Lender are parties to that certain loan agreement (the “Amended and Restated Loan Agreement”) made as
of the 9th day of August 2017, pursuant to which the Lender has extended a loan to Synergy in the principal amount of Ten
Million United States Dollars ($10,000,000) (the “Loan”);


 


WHEREAS,
per the audited financial statements for the year ended December 31”, 2018, Synergy failed to achieve (1) the Five Million
Dollars ($5,000,000) Minimum EBITDA covenant in accordance with Clause 9.1(z)(i) of the Amended and Restated Loan Agreement, (2) the
Net Debt to TTM EBITDA ratio of 6:1 in accordance with Clause 9.1(z)(ii) and (3) the Cash Balance in accordance with Clause 9.1(z)(iii).
In accordance with Article 11.1 of the Amended and Restated Loan Agreement such failure is an Event of Default.


 


WHEREAS,
Due to the Event of Default, the Lender and Synergy agree to the following;


 


In
this Second Amendment Agreement, the following terms shall have the following meanings:


 


“FF
Net Sales” means, with respect to any period, the total amount billed or invoiced on sales of Focus Factor Products and any
royalties or milestone payments received or accrued during such period in any jurisdiction by the Borrower or any of its Affiliates,
their associated parties and any licensees to unaffiliated third parties in bona fide arm’s length transactions, less the following
deductions, in each case to the extent reasonable and customarily provided to unaffiliated entities and actually allowed and taken or
accrued with respect to such sales:


 


	 	a)	Credits,
    price adjustments or allowances for damaged products, returns or rejections of any FF products;
	 	 	 
	 	b)	Normal
    and customary trade, cash and quantity discount, allowances and credits (other than price discounts granted at the time of invoicing
    which have already been included in the gross amount invoiced);
	 	 	 
	 	c)	Chargeback
    payments, repayments and rebates (or the equivalent thereof) granted to or imposed by group purchasing organizations, managed health
    care organizations or federal, state/provincial, local and other governments, including any or all of their regulatory authorities,
    agencies, review boards or tribunals, or trade customers;
	 	 	 
	 	d)	Sales,
    value-added (to the extent not refundable in accordance with Applicable Law), and excise Taxes and other Taxes directly related to
    the sale to the extent included in amount invoiced (but not including Taxes assessed against the income derived from such sale).


 




    	 



    	 



    

 


	 	e)
    	Stocking
    allowances; and


 


The
whole of which shall at all times be calculated in accordance with GAAP


 


“FF
Products” means, collectively, the products known as FOCUSfactor, FOCUSfactor Kids and any other products of Borrower or its
Subsidiaries now or here after marketed or sold under the FOCUSfactor brand, and any improvements thereon.


 


Synergy
and the Lender agree to the following amendments to the Amended and Restated Loan Agreement:


 


	 	1.	Synergy
    and the Lender hereby agree to replace clause 9.1(z)(i) of the Amended and Restated Loan agreement with the following:


 


The
Borrower shall maintain a minimum EBITDA of One Million and Nine Hundred Thousand Dollars ($1,900,000) for the twelve (12) months ending
on December 31$t, 2018. For each twelve (12) month period ending on the last day of each Fiscal Quarter until September 30th,
2019, the minimum EBITDA shall be maintained pursuant to Schedule “A” herein attached but for clarity to be:


 


The
Borrower shall maintain a minimum EBITDA of Two Million Five Hundred Thousand Dollars ($2,500,000) for the twelve (12) months ending
on March 31, 2019


 


The
Borrower shall maintain a minimum EBITDA of Three Million Five Hundred Thousand Dollars ($3,500,000) for the twelve (12) months ending
on June 30th, 2019


 


Following
thereafter, the borrower shall maintain a minimum EBITDA of Five Million Dollars ($5,000,000) for the twelve (12) month period ending
on the last day of each Fiscal Quarter thereafter, provided that the minimum EBITDA amount shall be increased by an amount equal to 50%
of any Additional Tranche advanced to Borrower hereunder;


 


	 	2.	Synergy
    and the Lender hereby agree to replace clause 9.1(z)(ii) of the Amended and Restated Loan agreement with the following:


 


The
Borrower shall maintain a Net Debt to TIM EBITDA Ratio of no more than 8:1 for the twelve (12) month period ending on December 31, 2018
until March 31, 2019 and shall maintain a Net Debt to TTM EBITDA Ratio of no more than 6:1


 


	 	3.	Synergy
    and the Lender hereby agree to replace clause 9.1(z)(iii) of the Amended and Restated Loan agreement with the following:


 


The
Borrower shall maintain at all times a minimum positive cash balance equal to Five Hundred and Seventy-Five Thousand Dollars ($575,000)
for the three (3) months ending on December 31, 2018.


 


The
Borrower shall maintain at all times a minimum positive cash balance equal to Seven Hundred and Fifty Thousand Dollars ($750,000) for
the three (3) months ending on March 31, 2019


 


The
Borrower shall maintain at all times a minimum positive cash balance equal to One Million Dollars ($1,000,000) after March 31, 2019.


 


	 	4.	The
    default interest rate of 15.5% will apply as from October 1, 2018 to June 30, 2019. The interest shall be calculated daily, compounded
    quarterly and payable in accordance with the terms of the Amended and Restated Loan Agreement.
	 	 	 
	 	5.	The
    borrower has included one-time adjustments of approximately $4.4 million (“Adjustments”) in the 2018 EBITDA calculation.
    For clarity purposes, the Adjustments are subject to the review and approval by Lender. The borrower will provide necessary support
    and documentation of the Adjustments within 15 days of execution of Second Amendment Agreement.


 



    	 



    	 



    

 


In
witness whereof, the parties have duly executed this amendment as of March 27th, 2019.


 





	/s/
    Jack Ross 	 	/s/
    Michel Loustric 
	Jack
    Ross, CEO – Synergy CHC Corp	 	Michel
    Loustric, President – Knight Therapeutics (Barbados) Inc.


 




    	 



    	 



    

 


Schedule
“A”


 


	Covenant	 	Current 
Dec’18	 	Q1	 	Q2	 	Q3	 	Q4
	Minimum TTM EBITDA	 	1,900,000	 	2,500,000	 	3,500,000	 	5,000,000	 	5,000,000
	Minimum Cash Balance	 	575,000	 	750,000	 	1,000,000	 	1,000,000	 	1,000,000
	Minimum UM Revenues	 	20,000,000	 	20,000,000	 	20,000,000	 	20,000,000	 	20,000,000
	Minimum FF Net Sales	 	15,000,000	 	15,000,000	 	15,000,000	 	15,000,000	 	15,000,000
	Net Debt to UM EBITDA	 	8:1	 	6:1	 	6:1	 	6:1	 	6:1