SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2015, between DS Healthcare Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTDs Healthcare Group, Inc. • December 21st, 2015 • Perfumes, cosmetics & other toilet preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June __, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DS Healthcare Group, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2011 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2011, between Divine Skin, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • November 26th, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This INDEPENDENT DIRECTOR AGREEMENT is dated ______, 201___ (the “Agreement”) by and between DIVINE SKIN, INC, a Florida corporation (the “Company”), and ________________, an individual resident of the State of ___________ (the “Director”).
STOCKHOLDERS AGREEMENT Among DS HEALTHCARE GROUP, INC. CAREY WILLIAMS and STEFAN RUSSELL Dated: ________ __, 201_Stockholders Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), to be effective as of _______ [*], 201_ (the “Effective Date”) is made and entered into by and among (A) DS Healthcare Group, Inc., a Florida corporation (“DSH” or the “Corporation”); (B) Stefan Russell (“Russell”); (C) Carey Williams, an individual (“Williams”); (D) W/R Group, Inc. (formerly, WRG Acquisition Corporation), an Arizona corporation (“WRG”) and (E) WR Group IC-Disc, Inc. (formerly, WRG Acquisition Corp.), a Nevada corporation (“WRG DiscCo”). Williams and Russell are hereinafter sometimes individually referred to as a “Stockholder” or the “Stockholders” and the Corporation, the Stockholders, WRG and WRG DiscCo are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG DS HEALTHCARE GROUP, INC., WRG ACQUISITION CORPORATION W/R GROUP, INC., WR GROUP IC-DISC, INC., STEFAN RUSSELL, AND CAREY WILLIAMS As of DECEMBER 23, 2015Asset Purchase Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Arizona
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2015, by and among DS Healthcare Group, Inc., a Florida corporation (the “DSH” or “Parent”); WRG Acquisition Corporation., an Arizona corporation (the “Buyer”), W/R Group, Inc., an Arizona corporation (the “Company” or the “Seller”); Stefan Russell (“Russell”); Carey Williams (“Williams”); and, solely for purposes of Section 1.5(b) of this Agreement, WR Group IC-Disc, Inc., a Nevada corporation (“DiscCo”). Russell and Williams are hereinafter sometimes individually referred to as a “Stockholder” and collectively, as the “Stockholders.” The Buyer, the Seller and the Stockholders are each a “Party” and referred to collectively herein as the “Parties.” This Agreement amends and restates in its entirety an asset purchase agreement among the Parties, dated as of August 31, 2015, as amended on December 7, 2015 (the “Prior Agreements”).
STOCKHOLDERS AGREEMENT Among DS HEALTHCARE GROUP, INC. RADIANCY, INC. PHOTOMEDEX TECHNOLOGIES, INC. and PHOTOMEDEX, INC. Dated: ________ __, 2016Stockholders Agreement • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), to be effective as of _______ [*], 2016 (the “Effective Date”) is made and entered into by and among (A) DS Healthcare Group, Inc., a Florida corporation (“DSKX” or the “Company”); (B) Photomedex, Inc., a Nevada corporation (“PHMD” or the “Stockholder”); (D) Radiancy, Inc. a Delaware corporation (“Radiancy”) and (E) Photomedex Technologies, Inc., a Delaware corporation (“Photo-Tech”). The Company, the Stockholder, Radiancy and Photo-Tech are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT AMONG DS HEALTHCARE GROUP, INC., WRG ACQUISITION CORPORATION W/R GROUP, INC., WR GROUP IC-DISC, INC., STEFAN RUSSELL, AND CAREY WILLIAMS As of AUGUST 31, 2015Asset Purchase Agreement • September 29th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Arizona
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2015, by and among DS Healthcare Group, Inc., a Florida corporation (the “DSH” or “Parent”); WRG Acquisition Corporation., an Arizona corporation (the “Buyer”), W/R Group, Inc., an Arizona corporation (the “Company” or the “Seller”); Stefan Russell (“Russell”); Carey Williams (“Williams”); and, solely for purposes of Section 1.5(b) of this Agreement, WR Group IC-Disc, Inc., a Nevada corporation (“DiscCo”). Russell and Williams are hereinafter sometimes individually referred to as a “Stockholder” and collectively, as the “Stockholders.” The Buyer, the Seller and the Stockholders are each a “Party” and referred to collectively herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DS HEALTHCARE GROUP, INC., PHMD PROFESSIONAL ACQUISITION CORP. PHOTOMEDEX TECHNOLOGY, INC. and PHOTOMEDEX, INC.Agreement and Plan of Merger and Reorganization • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made as of February 19, 2016, (the “Execution Date”) by and among DS Healthcare Group, Inc., a Florida corporation (“DSKX”); PHMD Professional Acquisition Corp., a Delaware corporation (“Merger Sub”); PhotoMedex, Inc., a Nevada corporation (“PHMD” or the “Company Stockholder”); and Photomedex Technology, Inc., a Delaware corporation (“Photomedex Technology” or the “Company”). DSKX, Merger Sub, PHMD and Photomedex Technology are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in A.Section 1.1 below.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2017 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into June 30, 2017(the “Execution Date” ), by and between DS HEALTHCARE GROUP, INC. a Florida corporation (collectively, the “ Company ”), and FERNANDO TAMEZ (“ Executive ”).
CONSULTING AGREEMENTConsulting Agreement • October 26th, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This agreement (“Agreement”) is made and entered into effective November 10, 2008 between Divine Skin, Inc., a Florida corporation (the “Company”), and Abner Silva (the “Consultant”).
December 28, 2015Ds Healthcare Group, Inc. • December 30th, 2015 • Perfumes, cosmetics & other toilet preparations
You have advised White Oak Global Advisors, LLC (“White Oak” or "we") that DS Healthcare Group, Inc., a Florida corporation (“DSH” or “you”) has entered into an Amended and Restated Asset Purchase Agreement (the “Purchase Agreement”), dated as of December 23, 2015, by and among DSH, WRG Acquisition Corporation., an Arizona corporation and a wholly-owned subsidiary of DSH (“Buyer”), W/R Group, Inc., an Arizona corporation (the “Seller”), Stefan Russell (“Russell”), Carey Williams (“Williams” and, together with Russell, the “Stockholders”), and, solely for purposes of Section 1.5(b) of the Purchase Agreement, WR Group IC-Disc, Inc., a Nevada corporation (“DiscCo”), pursuant to which Buyer shall acquire (the “Acquisition”) (a) from the Seller the Purchased Assets and Business (each as defined described in the Purchase Agreement) and (b) 100% of the capital stock of DiscCo. You have advised us that the Acquisition, along with related costs and expenses, will be financed from a combination
VALIDITY GUARANTYGuaranty • April 5th, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • Connecticut
This VALIDITY GUARANTY (the "Guaranty") is made as of March 29, 2012, by Daniel Khesin, an individual whose address is 520 West Avenue, #2102, Miami Beach, Florida 33139 (the "Guarantor") in favor of Midcap Business Credit LLC, having an office at 433 South Main Street, West Hartford, Connecticut (the "Lender").
AMENDMENT NO. 1 TO THE EXCLUSIVE DISTRIBUTION AGREEMENT BY AND BETWEEN DS LABORATORIES, INC. AND EZIO DA FONSECAThe Exclusive Distribution Agreement • December 2nd, 2009 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Amendment No. 1 to the Exclusive Distribution Agreement by and between DS Laboratories, Inc. and Ezio da Fonseca made effective as of the 1st day of October 2009 (the “Amendment”) by and between DS Laboratories, Inc. (“Manufacturer”) and Divine Skin, Inc. (“Issuer”) and Ezio da Fonseca (“Distributor”) and amends that certain Exclusive Distribution Agreement by and between DS Laboratories, Inc. and Ezio da Fonseca effective October 1, 2009 (the “Distribution Agreement”).
EXCLUSIVE DISTRIBUTION AGREEMENT BY AND BETWEEN DIVINE SKIN, INC. AND “DISTRIBUTOR”Exclusive Distribution Agreement • October 26th, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Agreement, made and entered into this 25th day of November, 2008 (the "EFFECTIVE DATE"), by and between DIVINE SKIN, INC., whose principal office is located at 1680 Meridian Ave Suite 301, Miami Beach, FL 33139 (the "MANUFACTURER"), and Cellway International Inc, whose principal office is located at 363 Van Ness Way Suite 402, Torrance, CA. 90501 (the "DISTRIBUTOR"). The Manufacturer and the Distributor are sometimes collectively referred to as the "Parties" and sometimes individually referred to as a "Party."
DIVINE SKIN, INC. (a Florida Corporation) SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2009 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Divine Skin, Inc. (the “Company”). The Company is conducting a private placement (the “Private Placement”) of Units (the “Units”) containing 2,000 shares of the Company’s common stock. With respect to Units sold by the Company, the Company may pay fees (provided such fees may lawfully be paid) to any finders or selling agents who assist it in the sale of Units. The purchase price is $500 per Unit. The minimum subscription is one Unit or $500, although the Company reserves the right to accept subscriptions for lesser amounts. All subscriptions received will be immediately available to the Company. There is no minimum offering.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2011 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 4, 2011, by and among Divine Skin, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Lease Termination AgreementLease Termination Agreement • August 5th, 2009 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Lease Termination Agreement is entered into this First day of July, 2009 by and between Paramount Finance Corporation hereinafter referred to as "Lessor" and Divine Skin, Inc. and DS Laboratories and Daniel Khesin and Leonid Smirnov hereinafter collectively referred to as "Lessee".
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among DS HEALTHCARE, INC. WRG ACQUISITION CORP. WR GROUP IC-DISC, INC. AND STEFAN RUSSELL, As of JULY 31, 2015Agreement and Plan of Merger and Reorganization • August 17th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 31, 2015, by and among DS HEALTHCARE GROUP, INC., a Florida corporation (“DSH” or the “Parent”), WRG ACQUISITION CORP., a Nevada corporation (“MergerCo”), WR GROUP IC-DISC, INC., an Nevada corporation (the “Company”) and STEFAN RUSSELL (“Russell” or the “Company Stockholder”). The Parent, MergerCo, the Company and the Company Stockholder are each a “Party” and referred to collectively herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________ __, 2016, among DS Healthcare Group, Inc., a Florida corporation (the “Company”) and Photomedex, Inc., a Nevada corporation (“PHMD”) and any subsequent PHMD Transferee (together with PHMD, individually and collectively, the “Stockholder”).
MIDCAP BUSINESS CREDIT LLC REVOLVING DEMAND NOTEDivine Skin Inc. • April 5th, 2012 • Perfumes, cosmetics & other toilet preparations
This Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among other things, for acceleration hereof. This Note is the "Note" referred to in the Loan Agreement.
EXCLUSIVE DISTRIBUTION AGREEMENT BY AND BETWEEN DIVINE SKIN, INC. AND “DISTRIBUTOR”Exclusive Distribution Agreement • October 26th, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Agreement, made and entered into this 1st day of March, 2009 (the "EFFECTIVE DATE"), by and between DIVINE SKIN, INC., whose principal office is located at 1680 Meridian Ave Suite 301, Miami Beach, FL 33139 (the "MANUFACTURER"), and WR Group (the "DISTRIBUTOR"). The Manufacturer and the Distributor are sometimes collectively referred to as the "Parties" and sometimes individually referred to as a "Party."
AMENDMENT AGREEMENTAmendment Agreement • January 6th, 2014 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of December 30, 2013 is entered into by and between DS HEALTHCARE GROUP, INC., a Florida corporation (the “Company”) and DEL MAR MASTER FUND, LTD. (the “Holder”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • June 2nd, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Consulting Agreement (“Agreement”) is entered into effective as of ___________, 2015 by and between DS Health Care Group, Inc. (the “Company”) and RP Innovative Consulting, LLC (“Consultant”). The Company desires to retain Consultant on a contract basis to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
STOCK PURCHASE AND JOINT VENTURE AGREEMENT By and among DS Healthcare Group, Inc, And EverCare Prohealth Technologies LTD. Dated: February 7, 2017Stock Purchase and Joint Venture Agreement • May 15th, 2017 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
STOCK PURCHASE AND JOINT VENTURE AGREEMENT, dated and effective as of January 31, 2017 (this “Agreement”), by and among DS Healthcare Group, Inc., a Florida corporation (“DS”) and Evercare Prohealth Technologies LTD, a Hong Kong corporation (“ECPT”). DS and ECPT are collectively referred to herein as “Parties” and individually as a “Party”.
LEASE AGREEMENTLease Agreement • May 22nd, 2009 • Divine Skin Inc.
This Lease Agreement ("Lease") executed this March 6, 2009, by and between Paramount Finance Corporation (hereinafter referred to as "Lessor" or "Landlord"), and Divine Skin, Inc. a Florida Corporation, and DS Laboratories, a Florida Corporation, and Daniel Khesin whose Social Security Number is _________________, and Leonid Smirnov whose Social Security Number is _________________, (hereinafter referred to as "Lessee" or "Tenant").
EXCLUSIVE DISTRIBUTION AGREEMENT BY AND BETWEEN DIVINE SKIN, INC. AND “DISTRIBUTOR”Exclusive Distribution Agreement • August 5th, 2009 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
This Agreement, made and entered into this _____ day of ____________, 20___ (the “EFFECTIVE DATE”), by and between DIVINE SKIN, INC., whose principal office is located at 1690 Meridian Ave Suite 301, Miami Beach, FL 33139 (the “MANUFACTURER”), and _________________, whose principal office is located at _____________________________ _________________________ (the “DISTRIBUTOR”). The Manufacturer and the Distributor are sometimes collectively referred to as the "Parties" and sometimes individually referred to as a "Party.'
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among DS HEALTHCARE, INC. WRG ACQUISITION CORP. WR GROUP IC-DISC, INC. AND STEFAN RUSSELL, As of AUGUST 31, 2015Agreement and Plan of Merger and Reorganization • September 29th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of August 31, 2015, by and among DS HEALTHCARE GROUP, INC., a Florida corporation (“DSH” or the “Parent”), WRG ACQUISITION CORP., a Nevada corporation (“MergerCo”), WR GROUP IC-DISC, INC., an Nevada corporation (the “Company”) and STEFAN RUSSELL (“Russell” or the “Company Stockholder”). The Parent, MergerCo, the Company and the Company Stockholder are each a “Party” and referred to collectively herein as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Arizona
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this __ day of _____ 2016 (the “Effective Date”), by and among DS HEALTHCARE GROUP, INC., a Florida corporation (“DSH”); W/R GROUP, INC. (formerly, WRG Acquisition Corporation), a corporation organized under the laws of the laws of the State of Arizona, (the “Company”); and CAREY WILLIAMS, an individual (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2009 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations
The Undersigned is writing to advise you of the following terms and conditions under which the Undersigned offers to subscribe for Units of the Common Stock of DIVINE SKIN, INC. (the “Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DS HEALTHCARE GROUP, INC., PHMD CONSUMER ACQUISITION CORP. RADIANCY, INC. and PHOTOMEDEX, INC.Agreement and Plan of Merger and Reorganization • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made as of February 19, 2016, (the “Execution Date”) by and among DS Healthcare Group, Inc., a Florida corporation (“DSKX”); PHMD Consumer Acquisition Corp., a Delaware corporation (“Merger Sub”); PhotoMedex, Inc., a Nevada corporation (“PHMD” or the “Company Stockholder”); and Radiancy, Inc., a Delaware corporation (“Radiancy” or the “Company”). DSKX, Merger Sub, PHMD and Radiancy are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated ______, 2016 and to be effective as of the 1st day of _________ 2016 (the “Effective Date”), is made and entered into by and between DS Healthcare Group, Inc., a Florida corporation (“DSKX”) and Photomedex, Inc., a Nevada corporation (“PHMD”).
SHARE EXCHANGE AGREEMENT By and among DIVINE SKIN, INC. a Florida corporation, DIVINE SKIN LABORATORIES, S.A. DE C.V. a Mexican corporation and FERNANDO TAMEZ GUTIERREZ. October 31, 2012Share Exchange Agreement • January 15th, 2013 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Share Exchange Agreement (the “Agreement”) is made this 31 day of October 2012, by and among DIVINE SKIN, Inc., a Florida corporation (“DSKX”) and Fernando Tamez Gutierrez (“Fernando Tamez”).
ContractDs Healthcare Group, Inc. • March 23rd, 2016 • Perfumes, cosmetics & other toilet preparations
PURCHASE AGREEMENTPurchase Agreement • November 1st, 2012 • Divine Skin Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of October 26, 2012 (the “Effective Date”), by and among Nutra Origin Inc., a Florida corporation and wholly owned subsidiary of Divine Skin, Inc. (“Buyer”) and LBK GROUP, INC., a Delaware corporation doing business as “Nutra Origin” (“Seller”). This Agreement is made under the following circumstances:
