0001269871-12-000022 Sample Contracts

AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., PHYSICIANS FORMULA SUPERIOR HOLDINGS, LLC, and PHYSICIANS FORMULA MERGER SUB, INC. Dated as of August 14, 2012

Agreement and Plan of Merger • August 15th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  August 15th, 2012
• Company
  Physicians Formula Holdings, Inc.
• Industry
  Perfumes, cosmetics & other toilet preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 14, 2012 (this “Agreement”), is made and entered into by and among Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“MergerSub”).

VOTING AGREEMENT

Voting Agreement • August 15th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware

• Contract Type
  Voting Agreement
• Filed
  August 15th, 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 August 14, 2012 between Physicians Formula Superior Holdings, LLC, a Delaware limited liability company (“Parent”), and Physicians Formula 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.