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

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

• Contract Type
  Merger Agreement
• 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.