AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 14, 2010 among SHISEIDO COMPANY, LIMITED, BLUSH ACQUISITION CORPORATION and BARE ESCENTUALS, INC.Merger Agreement • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2010 (this “Agreement”), is among Shiseido Company, Limited, a Japanese corporation (“Parent”), Blush Acquisition Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Bare Escentuals, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.12.
JOINT FILING UNDERTAKINGJoint Filing Undertaking • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of each such party.
STOCKHOLDERS SUPPORT AGREEMENTStockholders Support Agreement • January 15th, 2010 • Bare Escentuals Inc • Perfumes, cosmetics & other toilet preparations • Delaware
STOCKHOLDERS SUPPORT AGREEMENT, dated as of January 14, 2010 (this “Agreement”), among Shiseido Company, Limited, a corporation organized under the laws of Japan (“Parent”), Blush Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and each of the stockholders whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
