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.Merger Agreement • 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.
