TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 11th, 2010 • Merz Holding GmbH & Co. KG • Surgical & medical instruments & apparatus • Delaware
THIS TENDER AND SUPPORT AGREEMENT, dated as of December 31, 2009 (this “Agreement”), is among MERZ GMBH & CO. KGAA, an entity formed under the laws of the Republic of Germany (“Parent”), VINE ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Purchaser”), and the individual or entity listed on Schedule A hereto (the “Stockholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Purchaser and BIOFORM MEDICAL, INC., a Delaware corporation (the “Company”).
