Common use of Actions to be Taken Clause in Contracts

Actions to be Taken. On the Execution Date of this Agreement, (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties thereto. At the Closing: (a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, of the Radiancy Shares, duly endorsed for transfer, and all of the Securities of the Foreign Subsidiaries; (b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3; (d) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (e) DSKX shall issue to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreement.

Actions to be Taken. On at the Execution Date of this Agreement, (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties theretoClosing. At the Closing, the Parties will take the following actions and deliver the following documents: (a) The Company Stockholder shall Seller will deliver to DSKX Buyer: (i) a duly executed Assignment and Merger SubAssumption Agreement, stock certificates evidencing allin substantially the form attached hereto as Exhibit C. (ii) a duly executed xxxx of sale, in substantially the form attached hereto as Exhibit D. (iii) all required consents of third parties to the sale, conveyance, transfer, assignment and not less than all, delivery of the Radiancy SharesPurchased Assets, duly endorsed for transferthe consent of the Asset List. (iv) intentionally left blank (v) a secretary's certificate, certifying resolutions of the board of directors and shareholders of Seller approving the sale of the Purchased Assets. (vii) a certificate of Xxxxx Xxxx certifying as to the truth and correctness of Seller's representations and warranties to the best of Seller's knowledge as of the Closing Date and that all of the Securities of the Foreign Subsidiaries;Seller's obligations that are to be performed prior to Closing have been performed. (b) PHMD and Radiancy shall execute and Buyer will deliver to DSKX Seller: (i) $10,000 cash wire transferred into the respective Seller’s bank account; (ii) a duly executed Assignment and Merger SubAssumption Agreement in substantially the form attached as Exhibit C. (iii) the Purchase Price including the associated Promissory Note as Exhibit B. (iv) a Royalty Agreement for 10% of adjusted gross profit as Exhibit E (iii) a secretary's certificate, certifying resolutions of the board of directors of Buyer approving the purchase of the Purchased Assets, (iv) an officer's certificate certifying as applicable, to the Registration Rights Agreement, truth and correctness of Buyer's representations and warranties to the Stockholders Agreement best of Buyer's knowledge as of the Closing Date and the Transition Services Agreement, as well as the various certificates, instruments and documents that all of Buyer's obligations that are to be delivered by the PHMD and/or Radiancy pursuant performed prior to Sections 5.1 and 5.2;Closing have been performed. (c) DSKX The Parties will take such other actions and Merger Sub shall will execute and deliver to PHMD such other instruments, documents and certificates as are required by the terms of this Agreement and the Company, agreements executed in connection herewith (the "Related Agreements") or as applicable, DSKX Articles of Amendment duly filed may be reasonably requested by any Party in connection with the Secretary consummation of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3; (d) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (e) DSKX shall issue to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreementherein.

Actions to be Taken. On the Execution Date of this Agreement, (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Radiancy Merger Agreement shall have been duly executed by the parties thereto. At the Closing: (a) All of the transactions contemplated by the Radiancy Merger Agreement shall have been consummated; (b) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, of the Radiancy Company Shares, duly endorsed in blank for transfer, and all of the Securities of the Foreign Subsidiaries; (bc) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (cd) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3; (de) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware;; and (ef) DSKX shall issue to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger AgreementShares.

Actions to be Taken. On at the Execution Date Closing by BOKF. At the Closing, ------------------------------------------ BOKF shall execute and acknowledge (where appropriate) and deliver to FTC, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (i) (a) PHMD shall have delivered all of such actions constituting conditions precedent to DSKX duly executed PHMD Affiliate LettersFTC's obligations to close hereunder): A. True, correct and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, complete copies of BOKF's Articles of Incorporation and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties all amendments thereto. At the Closing: (a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, of the Radiancy Shares, duly endorsed for transfer, and all certified as of the Securities of the Foreign Subsidiaries; (b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered a recent date by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3Oklahoma; (d) the Surviving Corporation shall file the Certificate B. True, correct and complete copies of Merger with BOKSub's Articles of Incorporation and all amendments thereto, duly certified as of a recent date by the Secretary of State of the State of DelawareTexas; C. Good standing and existence certificates for BOKF, dated as of a recent date, issued by the appropriate state officials, duly certifying as to the existence and good standing of BOKF in the State of Oklahoma; D. A certificate, dated as of the Closing Date, executed by the Secretary or an Assistant Secretary of BOKF, acting solely in his capacity as an officer of BOKF, pursuant to which BOKF shall certify (ei) DSKX shall issue the due adoption by the Board of Directors of BOKF of corporate resolutions attached to PHMD, as such certificate authorizing the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares execution and delivery of DSKX Series A Preferred Stock this Agreement and the DSKX Noteother agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (fii) Immediately following the Closing under incumbency and true signatures of those officers of BOKF duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement, Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of BOKF; and (iii) that the copy of the Bylaws of BOKF attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy; E. A certificate duly executed by the Secretary or an Assistant Secretary of BOKSub, acting solely in his capacity as an officer of BOKSub, pursuant to which BOKSub shall certify (i) the due adoption by the Board of Directors of BOKSub of corporate resolutions attached to such certificate authorizing the execution and delivery of the Merger Agreement and the taking of all actions contemplated thereby; (ii) the incumbency and true signatures of those officers of BOKSub duly authorized to act on its behalf in connection with the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including and to execute and deliver the issuance Merger Agreement and the taking of all actions contemplated thereby on behalf of BOKSub; and (iii) that the copy of the DSKX Bylaws of BOKSub attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy; F. True, correct and complete copies of the Certificate of Merger of BOKSub with and into FTC, duly certified as of a recent date by the Secretary of State of the State of Texas; G. A certificate, dated as of the Closing Photo-Tech Merger Shares Date, executed by a duly authorized officer of BOKF, acting solely in his capacity as an officer of BOKF, pursuant to which BOKF shall certify that all of the representations and warranties made in Article IV of this Agreement are true and correct on and as of the date of such term is defined in certificate as if made on such date; H. All consents required to be obtained by BOKF or BOKSub from third parties to consummate the Photomedex Technology Merger transactions contemplated by this Agreement, including, but not limited to, those listed on Schedule 4.06; and I. All other documents required to be delivered to FTC by BOKF under the provisions of this Agreement, and all other documents, certificates and instruments as are reasonably requested by FTC or its counsel.

Actions to be Taken. On at the Execution Date Closing by HCBI. At the Closing, ------------------------------------------ HCBI shall execute and acknowledge (where appropriate) and deliver to RCBI such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (i) (a) PHMD shall have delivered all of such actions constituting conditions precedent to DSKX duly executed PHMD Affiliate LettersRCBI's obligations to close hereunder): A. True, correct and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties thereto. At the Closing: (a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, complete copies of the Radiancy SharesArticles of Incorporation of HCBI and all amendments thereto, duly endorsed for transfer, and all certified as of the Securities of the Foreign Subsidiaries; (b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered a recent date by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3Texas; (d) B. True, correct and complete copies of the Surviving Corporation shall file the Certificate Articles of Merger with Incorporation and all amendments thereto of New RCBI, duly certified as of a recent date by the Secretary of State of the State of DelawareTexas; C. Good standing and existence certificates of a recent date, issued by the appropriate state officials, duly certifying as to the existence and good standing of HCBI and New RCBI in Texas; D. A certificate, dated as of the Closing Date, executed by the Secretary or an Assistant Secretary of HCBI, acting solely in his capacity as an officer of HCBI, pursuant to which HCBI shall certify (ei) DSKX shall issue the due adoption by the Board of Directors of HCBI of corporate resolutions attached to PHMD, as such certificate authorizing the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares execution and delivery of DSKX Series A Preferred Stock this Agreement and the DSKX Noteother agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (fii) Immediately following the Closing under this Agreement, all incumbency and true signatures of the those officers of HCBI duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the Photomedex Technology taking of all actions contemplated hereby and thereby on behalf of HCBI, and (iii) that the copy of the Bylaws of HCBI attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy; E. A certificate, dated as of the Closing Date, executed by the Secretary or an Assistant Secretary of New RCBI, acting solely in his capacity as an officer of New RCBI, pursuant to which New RCBI shall certify (i) the due adoption by the Board of Directors of New RCBI of corporate resolutions attached to such certificate authorizing the execution and delivery of the Merger Agreement shall be consummated, including and the issuance taking of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreement.all actions contemplated thereby;

Actions to be Taken. by the Lender at Closing Date. On the Execution Date of this AgreementClosing Date, (i) (a) PHMD shall have delivered in addition to DSKX duly executed PHMD Affiliate Lettersmaking the Additional Loan as provided in Section 2.1, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties thereto. At the ClosingLender shall: (a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, Upon receipt of the Radiancy Sharesdeliveries required to be made pursuant to Section 4.1, duly endorsed for transferrelease, without recourse, representation or warranty, the security interest that it holds in four million (4,000,000) shares of HealthAxis common stock, which security interest was granted to the Lender pursuant to the Existing Pledge Agreement, and, in connection therewith, execute and all deliver the Release to the Borrower and return the certificates representing such shares of the Securities HealthAxis common stock to the Borrower, along with all stock powers or other instruments of transfer provided to the Foreign SubsidiariesBanks by the Borrower in connection with the pledge of those shares to the Banks, to the extent such certificates and stock powers have been delivered by the Agent to the Lender; (b) PHMD upon the payment in full of the USI Debt by USI, release, without recourse, representation or warranty, the security interests that the Lender holds in the USI Collateral, terminate without recourse, representations or warranties the guaranties of the USI Debt executed by the Borrower and Radiancy shall SCS in favor of the Lender, terminate, without recourse, representation or warranty, the Post-Closing Agreement, dated as of March 14, 2000, between the Lender, USI and SCS, and, in connection therewith, execute and deliver the USI Release to DSKX USI and Merger Sub, as applicable, SCS and return the Registration Rights Agreement, certificates representing the Stockholders Agreement shares of the HealthAxis common stock and the Transition Services Agreementshares of the Capital Stock of National Motor Clubs of America, as well as Inc. constituting part of the various certificatesUSI Collateral to USI previously delivered to Lender, along with all stock powers or other instruments and documents of transfer provided to be delivered the Lender by USI in connection with the PHMD and/or Radiancy pursuant pledge of those shares to Sections 5.1 and 5.2;the Lender; and (c) DSKX and Merger Sub shall execute and deliver to PHMD the Pledge Agreement in amendment and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State restatement in full of the State Existing Pledge Agreement. The Lender agrees that each of Florida, USI and SCS shall be a third party beneficiary of Section 3.1(b) of this Agreement and entitled to enforce the Merger Consideration, obligations of the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub Lender pursuant to Sections 5.1 clause (b) above to the same extent and 5.3; (d) in the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (e) DSKX shall issue same manner as if it were a party to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreement.

Actions to be Taken. On at the Execution Date Closing by SWS. At the Closing, ----------------------------------------- SWS shall execute and acknowledge (where appropriate) and deliver to ASBI, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (i) (a) PHMD shall have delivered all of such actions constituting conditions precedent to DSKX duly executed PHMD Affiliate LettersASBI's obligations to close hereunder): A. True, correct and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, complete copies of SWS's Certificate of Incorporation and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties all amendments thereto. At the Closing: (a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, of the Radiancy Shares, duly endorsed for transfer, and all certified as of the Securities of the Foreign Subsidiaries; (b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered a recent date by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3; (d) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; B. True, correct and complete copies of Newco's Articles of Incorporation and all amendments thereto, duly certified as of a recent date by the Secretary of State of the State of Texas; C. Good standing and existence certificates for SWS, dated as of a recent date, issued by the appropriate state officials, duly certifying as to the authority to do business and good standing of SWS in the State of Delaware and the State of Texas; D. A certificate, dated as of the Closing Date, executed by the Secretary or an Assistant Secretary of SWS, acting solely in his or her capacity as an officer of SWS, pursuant to which SWS shall certify (ei) DSKX shall issue the due adoption by the board of directors of SWS of corporate resolutions attached to PHMD, as such certificate authorizing the sole “Merger Consideration” execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (hereinafter defined), one or more stock certificates evidencing ii) the 2,000,000 due adoption by the shareholders of SWS authorizing issuance of the shares of DSKX Series A Preferred SWS Common Stock and the DSKX Note; and (f) Immediately following the Closing under other transactions contemplated by this Agreement, ; (iii) the incumbency and true signatures of those officers of SWS duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby on behalf of SWS; and (iv) that the copy of the Bylaws of SWS attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy; E. A certificate duly executed by the Secretary or an Assistant Secretary of Newco, acting solely in his or her capacity as an officer of Newco, pursuant to which Newco shall certify (i) the due adoption by the board of directors of Newco of corporate resolutions attached to such certificate authorizing the execution and delivery of the Merger Agreement and the taking of all actions contemplated thereby; (ii) the due adoption by the sole shareholder of Newco approving the Merger Agreement and the Merger; (iii) the incumbency and true signatures of those officers of Newco duly authorized to act on its behalf in connection with the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including and to execute and deliver the issuance Merger Agreement and the taking of all actions contemplated thereby on behalf of Newco; and (iv) that the copy of the DSKX Bylaws of Newco attached to such certificate is true and correct and such Bylaws have not been amended except as reflected in such copy; F. True, correct and complete copies of the Certificate of Merger of Newco with and into ASBI, duly certified as of a recent date by the Secretary of State of the State of Texas; G. A certificate, dated as of the Closing Photo-Tech Merger Shares Date, executed by a duly authorized officer of SWS, acting solely in his or her capacity as an officer of SWS, pursuant to which SWS shall certify that all of the representations and warranties made in Article IV of this Agreement are true and correct on and as of the date of such term is defined in certificate as if made on such date and except as expressly permitted by this Agreement there shall have been no Material Adverse Change since March 31, 1999; H. All consents and approvals required to be obtained by SWS or Newco from third parties to consummate the Photomedex Technology Merger transactions contemplated by this Agreement, including, but not limited to, those listed on Schedule 4.07; ------------- and I. All other documents required to be delivered to ASBI by SWS under the provisions of this Agreement, and all other documents, certificates and instruments as are reasonably requested by ASBI or its counsel.

Actions to be Taken. On on the Execution Date of this Agreement, Closing Date: (a) Immediately prior to the Closing: (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Escrow Agreement shall have been duly executed by each of Buyer, the parties thereto. Escrow Agent and the Stockholder Representative; (ii) the Payment Administration Agreement shall have been duly executed by each of Buyer, the Payment Agent and the Stockholder Representative; (iii) the Company shall deliver to Buyer either evidence of removal of, or written resignations, effective as of the Closing, of each of the Persons set forth on Schedule 1.5(a)(iii); (iv) the Company shall deliver to Buyer a certificate dated as of the Closing sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(c)(3) of the Code, stating that the Company is not and has not been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and a notice to the Internal Revenue Service, in accordance with the provisions of Treasury Regulations Section 1.897-2(h), for Buyer to deliver to the Internal Revenue Service on behalf of the Company after Closing; (v) the Company shall deliver to Buyer a copy of the resolutions adopted by the Company Board authorizing and approving the applicable matters contemplated hereunder (including, without limitation, this Agreement and the other Transaction Documents) in accordance with the DGCL and the Company’s Organizational Documents; (vi) the Company shall deliver to Buyer the requisite consents or approvals from the Persons set forth on Schedule 1.5(a)(vi), each in form and substance satisfactory to Buyer; (vii) the Company shall deliver to Buyer the Employment Documents, duly executed by each of the Key Executives and the individual set forth on Schedule 1.5(a)(vii); (viii) the Company shall deliver to Buyer invention assignment agreements in favor of the Company, in form and substance reasonably acceptable to Buyer, executed by all employees and contributors listed on Schedule 1.5(a)(viii); (ix) the Company shall deliver to Buyer a digital copy of the contents of the Data Room as of the Closing Date; and (x) the Company shall deliver to Buyer an agreement between the Company and The Alinea Group LLC (“Alinea”), in form and substance reasonably satisfactory to Buyer, pursuant to which Alinea agrees to delete and certify the deletion of, and not to use from and after the Closing for any purpose, any proprietary or confidential information of the Company disclosed to Alinea prior to the Closing. (b) At the Closing: (ai) The Company Stockholder Buyer shall deliver to DSKX and Merger Subfile, stock certificates evidencing all, and not less than all, of the Radiancy Shares, duly endorsed for transfer, and all of the Securities of the Foreign Subsidiaries; (b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents or cause to be delivered by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Companyfiled, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of FloridaDelaware the First Merger Certificate, executed in accordance with the Merger Considerationrelevant provisions of the DGCL, and shall make all other filings or recordings required under the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents DGCL; (ii) Buyer shall deliver or cause to be delivered by DSKX and/or Merger Sub wire transfer of immediately available funds (A) the Closing Cash Consideration (less the Aggregate Option Closing Cash Consideration) to the Payment Agent (for further distribution to the Stockholders in accordance with the Distribution Allocation Schedule), (B) the applicable Transaction Bonus Cash Amount to the Surviving Company, for further distribution by the Surviving Company to each recipient thereof pursuant to Sections 5.1 the Transaction Bonus Letters through the Surviving Company’s payroll system (subject to withholding for all Tax amounts, if any, required to be withheld under applicable Law, including any Tax amounts required to be withheld with respect to any equity consideration to be received by recipients of the Transaction Cash Bonus Amount), (C) the Bonus Award Amount to the Surviving Company, for further distribution by the Surviving Company to each recipient thereof set forth on Schedule 1.5(b)(ii)(C) through the Surviving Company’s payroll system (subject to withholding for all Tax amounts, if any, required to be withheld under applicable Law) and 5.3(D) an amount in cash equal to the Aggregate Option Closing Cash Consideration, to the Surviving Company, for further distribution by the Company to each holder of Cashed-Out Company Options through the Surviving Company’s payroll system (subject to withholding for all Tax amounts, if any, required to be withheld under applicable Law, including any Tax amounts required to be withheld with respect to any equity consideration to be received by recipients of the Aggregate Option Closing Cash Consideration); (diii) Buyer shall deliver or cause to be delivered such documents and instruments evidencing the Surviving Corporation shall file the Certificate of Merger with the Secretary of State issuance of the State Closing Equity Consideration, and the Transaction Bonus Equity Consideration to each of DelawareNxxx Xxxxxxx and Jxxx Xxxxxx pursuant to the Transaction Bonus Letters, in each case subject to withholding for all Tax amounts, if any, required to be withheld under applicable Law, which shall be withheld from any amounts of cash consideration to be received pursuant to this Agreement by recipients of the Closing Equity Consideration and Transaction Bonus Equity Consideration; (eiv) DSKX Buyer shall issue deliver or cause to PHMD, as be delivered to the sole Escrow Agent (A) the Adjustment Escrow Amount for deposit into an escrow account (the “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing Adjustment Escrow Account”) to be held by the 2,000,000 shares Escrow Agent in accordance with the terms of DSKX Series A Preferred Stock this Agreement and the DSKX NoteEscrow Agreement, (B) the Indemnity Escrow Amount for deposit into an escrow account (the “Indemnity Escrow Account”) to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement, and (C) the Specific Indemnity Escrow Amount for deposit into an escrow account (the “Specific Indemnity Escrow Account”) to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; and (fv) Immediately following Buyer shall deliver or cause to be delivered to the Closing under this AgreementStockholder Representative, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall Stockholder Representative Expense Amount to be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreementutilized pursuant to Section 7.13(e).

Actions to be Taken. On on the Execution Date of Closing of this Transaction and Agreement, . (a) Sellers will deliver to Buyer (“Sellers’ Deliverables”): (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and The Purchased Assets; (ii) Xxxx of Sale for the Photomedex Technology Merger Purchased Assets, as set forth in Schedule “A” hereto, signed by the Sellers, together with any and all other indicia of ownership, in whatever form, and such other conveyances as may be necessary or appropriate to convey to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, mortgages, charges, deeds of trust, claims, security interests, encumbrances and rights of others (collectively, “Liens”); (iii) Consents adopted by or on behalf of the Sellers, evidencing each of the respective Seller’s approval of this Agreement shall have been and the Transaction; (iv) Any other necessary documents, each duly executed by the parties thereto. At Sellers, as required to give full and final effect to the Closing:Transaction; (av) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, A certificate signed by each of the Radiancy SharesSellers certifying, duly endorsed for transferin writing, that Sellers have completed their due diligence review of Buyer and all its operations; (vi) An assignment to Buyer of each of Seller’s right, title and interest in and to the name and common law trademark, “Vitalibis”, or any variation thereof,; and (vii) All of each Seller’s respective records of whatsoever nature relating, directly or indirectly, to the Purchased Assets. All of the Securities of documents referred to in Sub-sections 3.2 (a)(ii through vii) shall be referred to as the Foreign Subsidiaries;“Sellers’s Documents”. (b) PHMD and Radiancy shall execute and Buyer will deliver to DSKX Seller (“Buyer’s Deliverables”): (i) The Purchase Price, to be paid/delivered, in the form of three (3) separate SHENG stock certificates, each in the amount of 3,000,000 shares of SHENG restricted Common Stock, all concurrent with Sellers’ delivery of the Sellers’ Deliverables; (ii) A Secretary’s certificate, certifying resolutions of the Board of Directors of Buyer approving the purchase of the Purchased Assets, consummation of the Transaction, execution of this Agreement by Buyer, and Merger approving the issuance of the Shares/payment of the Purchase Price to Sellers; (iii) All good standing certificates, incumbency certificates and certificates relating to Buyer as may reasonably be requested by Sellers and their counsel, in such form and substance as may reasonably be requested by Seller. All of the documents referred to in Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well -sections 3.2 (b)(i through iii) shall be referred to as the various certificates, instruments and documents to be delivered by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2;“Buyer’s Documents”. (c) DSKX The Parties will take such other actions and Merger Sub shall will execute and deliver to PHMD such other instruments, documents and certificates as are required by the terms of this Agreement and the Companyagreements executed and delivered at the Closing in connection herewith (the “Related Agreements”), or as applicable, DSKX Articles of Amendment duly filed may be reasonably requested by any Party in connection with this Agreement and the Secretary of State consummation of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3; (d) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; (e) DSKX shall issue to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions Transaction contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreementherein.

Actions to be Taken. On at the Execution Date of this Agreement, (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties theretoClosing. At the Closing, the Parties will take the following actions and deliver the following documents: (a) The Company Stockholder shall Seller will deliver to DSKX Buyer: (i) a duly executed Assignment and Merger SubAssumption Agreement, stock certificates evidencing allin substantially the form attached hereto as Exhibit 3.2(a)(i). (ii) a duly executed bill of sale, in substantixxxx the form attached hereto as Exhibit 3.2(a)(ii) (iii) all required consents of third parties to the sale, conveyance, transfer, assignment and not less than all, delivery of the Radiancy SharesPurchased Assets, duly endorsed for transferincluding, and all without limitation, the consent of the Securities of merchants party to the Foreign Subsidiaries;Merchant Agreements and the Post Signing Merchant Agreements. Initials __________ (biv) PHMD confidentiality and Radiancy shall execute protection of business agreements in favor of Buyer duly executed by Seller and deliver Bill Bailey, Jr. in xxxxxxxtially the form attached hereto as Exhibit 3.2(a)(iv), (the "Non-Compete Agreement"). (v) a good standing certificate of Seller (dated within ten (10) business days prior to DSKX and Merger Subthe Closing Date), as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered certified by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2; (c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of FloridaTexas. (vi) a secretary's certificate, certifying resolutions of the board of directors and shareholders of Seller approving the sale of the Purchased Assets. (vii) a certificate of Bill Bailey, Jr. certifyinx xx xx xxe truth and correctness of Seller's representations and warranties to the best of Seller's knowledge as of the Closing Date and that all of Seller's obligations that are to be performed prior to Closing have been performed. (viii) an opinion of legal counsel for Seller, substantially in the form attached hereto as Exhibit 3.2(a)(viii). (ix) originals of each of the Merchant Agreements, the Merger ConsiderationPost Signing Merchant Agreements and the Vendor Agreements. (x) copies of all software included, or with respect to which the licenses thereto are included, in the Purchased Assets (object code and, if available, source code) and copies of the license agreements related thereto. (xi) all original ancillary product agreements including but without limitation prepaid cellular, debit cards, phone cards, internet, check cashing, and wire transfer, if any. (xii) notification in form and substance satisfactory to Buyer directed to the phone companies instructing them to work with Buyer for the transfer of the rights and use of the phone lines described in Section 1.1(iii) and Section 1.1 (iv) to Buyer or its designee including Transfer/resporg of the (888) 844-1898 phone numbxx xxxxxxx XXI to Global Axcess' affiliate company Nationwide Money Services, Inc.'s ("NMS") customer service line. (xiii) written notice satisfactory to Buyer, directed to the other contracting parties to the Merchant Agreements and the other parties to Vendor Agreements notifying them of the assignment and assumption of the Merchant Agreements and the Vendor Agreements. (xiv) Any and all Seller marketing material or logo files including electronic files thereof. (xv) Trademark assignment of the brand name "The Bailey Group" and "Xxx Xoney Market" in form and substance satisfactory to Buyer. (xvi) assignment of the registration to the domain name "www.thebaileygroup.net" and x-xxxx xxxxxxx "xxxx@thebaileygroup.net" xx xxxx xxx xxxxtance satisfactory to Buyer. (xvii) consulting agreement executed by Bill H. Bailey, Jr. in xxxxxxxxxxxxx the form attached hereto as Exhibits 3.2(a)(xix) Page 4 of 14 Initials __________ Initials __________ (xviii) the Data (if the existing database information is in MicroSoft Access ("MSAccess") or can be converted into MSAccess format and retain the integrity of the data, then the Data shall be provided in MSAccess format along with a data dictionary; .If not, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to Data shall be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3;in Comma-Delimited format (csv with headings), together with a data dictionary.) (dxix) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware; Wincor AutoTell, LLC, Euronet USA, Inc. and other contracts relating to enhanced ATM features and services assignment (e) DSKX shall issue to PHMDsuch as Payspot, as the sole “Merger Consideration” (hereinafter definedetc.), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and (f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreement.