0001553350-15-001368 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 21st, 2015 • Ds Healthcare Group, Inc. • 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).

STRICTLY CONFIDENTIAL Abner Silva Chief Operating Officer DS Healthcare Group, Inc.
Exclusive Agency Agreement • December 21st, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
December 18, 2015 STRICTLY CONFIDENTIAL DS Healthcare Group, Inc.
Engagement Letter • December 21st, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations
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