Exhibit
10.12


 


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


 


	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 (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 21st day of January, 2015, pursuant to which the Lender has extended
a loan to Synergy in the principal amount of Six Million United States Dollars (US$6,000,000) 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


 


	1.1	Capitalized
    Terms


 


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


 


Article
2


amendments


 


	2.1	Amendments
    to the First Amendment


 


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


 


	 	2.1.1	Section
    2.1.1 of the First Amendment is hereby amended by inserting the following definition:
	 	 	 
	 	 	“Amendment
    and Confirmation Agreement” means that certain agreement among the Lender, Synergy, Nomad and Breakthrough by which Nomad
    and Breakthrough confirm that the terms of the distribution, license and supply agreement dated January 22, 2015 between Synergy
    and the Lender apply to them and by which the parties amend certain provisions of such distribution, license and supply agreement;


 


	 	2.1.2	Section
    2.1.1 of the First Amendment is hereby amended by deleting the definition of “Lender’s Nomad Distribution Agreement”.
	 	 	 
	 	2.1.3	Section
    3.2.5 of the First Amendment is hereby amended to replace “Lender’s Nomad Distribution Agreement” by “Amendment
    and Confirmation Agreement”.
	 	 	 
	 	2.1.4	Article
    3 of the First Amendment is hereby amended by adding the following:


 




    	 



    	 



    

 


	 	3.5	Distribution
    Agreement


 


	 	 	The
    Lender, Nomad and Borrower shall enter into, execute and deliver a distribution agreement within thirty (30) days of the disbursement
    of the second tranche of the Additional Loan with the following terms and conditions:
	 	 	 
	 	(a)	Lender
    and/or its affiliates shall grant to Nomad non-exclusive distribution rights for “Flat Tummy Tea” products in the Territory
    for direct to consumer sales; and
	 	 	 
	 	(b)	Nomad
    shall buy its “Flat Tummy Tea” products in the Territory for direct to consumer sales under the distribution agreement
    on an exclusive basis from the Lender and/or its affiliates at cost of goods plus 60% of gross sales.


 


	 	2.1.5	From
    and after the date hereof, (i) all references in the First Amendment to “this First Amendment” shall mean the First Amendment
    as amended by this Amendment, and as may otherwise be amended, restated, supplemented or otherwise modified from time to time, and
    (ii) all references in the other Loan Documents to the “Loan Agreement” (or words of similar import) shall be deemed
    to be references to the Loan Agreement as amended by the First Amendment as amended by this Amendment, and as may otherwise be amended,
    restated, supplemented or otherwise modified from time to time. All references in any of the Loan Documents to the “Loan Documents”
    shall mean the Loan Documents as amended by this Amendment and as may otherwise be amended restated, supplemented or otherwise modified
    from time to time.
	 	 	 
	 	2.1.6	Except
    as expressly amended by this Amendment, all other provisions of the First Amendment and the Transaction Documents not specifically
    amended hereby shall remain unchanged and in full force and effect.


 


Article
3


MISCELLANEOUS


 


	3.1	Further
    Assurances


 


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.


 


	3.2	Time
    of the Essence


 


Time
shall be of the essence of this Amendment.


 


	3.3	Severability


 


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.


 


	3.4	Enurement


 


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


 


	3.5	Counterparts


 


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.


 


	3.6	Paramountcy


 


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.


 


	3.7	Governing
    Law


 


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.


 


	3.8	Language


 


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.


 


	 	KNIGHT
    THERAPEUTICS (BARBADOS) INC.
	 	 
	 	By:	/s/
    Michael Loustric
	 	Name:	Michael
    Loustric 
	 	Title:	President
	 	 	 
	 	SYNERGY
    CHC CORP.
	 	 
	 	By:	/s/
    Jack Ross
	 	Name:	Jack
    Ross
	 	Title:
    	Chief
    Executive Officer