STOCKHOLDERS AGREEMENT Among DS HEALTHCARE GROUP, INC. CAREY WILLIAMS and STEFAN RUSSELL Dated: ________ __, 201_Stockholders Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), to be effective as of _______ [*], 201_ (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.”
AMENDED AND RESTATED 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 DECEMBER 23, 2015Asset Purchase Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Arizona
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 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.” This Agreement amends and restates in its entirety an asset purchase agreement among the Parties, dated as of August 31, 2015, as amended on December 7, 2015 (the “Prior Agreements”).
December 28, 2015Ds Healthcare Group, Inc. • December 30th, 2015 • Perfumes, cosmetics & other toilet preparations
You have advised White Oak Global Advisors, LLC (“White Oak” or "we") that DS Healthcare Group, Inc., a Florida corporation (“DSH” or “you”) has entered into an Amended and Restated Asset Purchase Agreement (the “Purchase Agreement”), dated as of December 23, 2015, by and among DSH, WRG Acquisition Corporation., an Arizona corporation and a wholly-owned subsidiary of DSH (“Buyer”), W/R Group, Inc., an Arizona corporation (the “Seller”), Stefan Russell (“Russell”), Carey Williams (“Williams” and, together with Russell, the “Stockholders”), and, solely for purposes of Section 1.5(b) of the Purchase Agreement, WR Group IC-Disc, Inc., a Nevada corporation (“DiscCo”), pursuant to which Buyer shall acquire (the “Acquisition”) (a) from the Seller the Purchased Assets and Business (each as defined described in the Purchase Agreement) and (b) 100% of the capital stock of DiscCo. You have advised us that the Acquisition, along with related costs and expenses, will be financed from a combination
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Arizona
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this __ day of _____ 2016 (the “Effective Date”), by and among DS HEALTHCARE GROUP, INC., a Florida corporation (“DSH”); W/R GROUP, INC. (formerly, WRG Acquisition Corporation), a corporation organized under the laws of the laws of the State of Arizona, (the “Company”); and CAREY WILLIAMS, an individual (the “Executive”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among DS HEALTHCARE, INC. WRG ACQUISITION CORP. WR GROUP IC-DISC, INC. AND STEFAN RUSSELL, As of DECEMBER 23, 2015Agreement and Plan of Merger • December 30th, 2015 • Ds Healthcare Group, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of December 23, 2015, is made and entered into 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.” This Agreement amends and restates in its entirety an agreement and plan of merger among the Parties dated as of August 31, 2015 (the “Prior Merger Agreement”).
