0000950123-11-008485 Sample Contracts

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • February 3rd, 2011 • Wonder Holdings, Inc. • Pharmaceutical preparations • Delaware

This Tender and Voting Agreement, dated as of February 1, 2011 (this “Agreement”), is by and among WONDER HOLDINGS ACQUISITION CORP., a Delaware corporation (“Parent”), WONDER HOLDINGS, INC., a Delaware corporation (“Merger Sub”), and the stockholder of Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), set forth on the signature page hereto (the “Stockholder”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

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