AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among DS HEALTHCARE GROUP, INC., PHMD CONSUMER ACQUISITION CORP. RADIANCY, 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 Consumer Acquisition Corp., a Delaware corporation (“Merger Sub”); PhotoMedex, Inc., a Nevada corporation (“PHMD” or the “Company Stockholder”); and Radiancy, Inc., a Delaware corporation (“Radiancy” or the “Company”). DSKX, Merger Sub, PHMD and Radiancy 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 Section 1.1 below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of __________ __, 2016, among DS Healthcare Group, Inc., a Florida corporation (the “Company”) and Photomedex, Inc., a Nevada corporation (“PHMD”) and any subsequent PHMD Transferee (together with PHMD, individually and collectively, the “Stockholder”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 22nd, 2016 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated ______, 2016 and to be effective as of the 1st day of _________ 2016 (the “Effective Date”), is made and entered into by and between DS Healthcare Group, Inc., a Florida corporation (“DSKX”) and Photomedex, Inc., a Nevada corporation (“PHMD”).
