0001116502-04-002831 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among
Merger Agreement • December 3rd, 2004 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of December 1, 2004, by and among PhotoMedex, Inc., a Delaware corporation ("Buyer"), Gold Acquisition Corp., a Washington corporation ("Merger Sub"), and a direct wholly-owned subsidiary of Buyer, and ProCyte Corporation, a Washington corporation ("Company").

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STOCKHOLDER AGREEMENT
Stockholder Agreement • December 3rd, 2004 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • Delaware

THIS STOCKHOLDER AGREEMENT (the “Agreement”) is entered into as of December 1, 2004, by and among PhotoMedex, Inc, a Delaware corporation (“Buyer”), Gold Acquisition Corp., a Washington corporation and wholly owned subsidiary of Buyer (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of ProCyte Corporation, a Washington corporation (“Company”).

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