STOCKHOLDERS AGREEMENT Among DS HEALTHCARE GROUP, INC. CAREY WILLIAMS and STEFAN RUSSELL Dated: ________ __, 2015Stockholders Agreement • September 29th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), to be effective as of _______ [*], 2015 (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.”
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 among DS HEALTHCARE, INC. WRG ACQUISITION CORP. WR GROUP IC-DISC, INC. AND STEFAN RUSSELL, As of AUGUST 31, 2015Merger Agreement • 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.”
