0001104659-12-065676 Sample Contracts

AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., MARKWINS INTERNATIONAL CORPORATION, and MARKWINS MERGER SUB, INC. Dated as of September 26, 2012

Agreement and Plan of Merger • September 27th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  September 27th, 2012
• Company
  Physicians Formula Holdings, Inc.
• Industry
  Perfumes, cosmetics & other toilet preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 26, 2012 (this “Agreement”), is made and entered into by and among Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“MergerSub”).

VOTING AGREEMENT

Voting Agreement • September 27th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

• Contract Type
  Voting Agreement
• Filed
  September 27th, 2012
• Company
  Physicians Formula Holdings, Inc.
• Industry
  Perfumes, cosmetics & other toilet preparations
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September , 2012 between Markwins International Corporation, a California corporation (“Parent”), and Markwins Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned stockholder (“Stockholder”) of Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.