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.”
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.
