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, 2012Agreement and Plan of Merger • August 15th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • 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”).
4,391,000 Shares Physicians Formula Holdings, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2007 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Certain stockholders of Physicians Formula Holdings, Inc., a Delaware corporation (the "Company") (the "Selling Stockholders") propose to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 4,391,000 shares (the "Firm Shares") of the Company's common stock, $.01 par value (the "Common Stock"). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Selling Stockholders also propose to sell at the Underwriters' option an aggregate of up to 658,650 additional shares of the Company's Common Stock (the "Option Shares") as set forth on Schedule III hereto.
PHYSICIANS FORMULA, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2010 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made as of February 19, 2010, by and between Physicians Formula, Inc., a New York corporation (the "Company") and Jeff Rogers ("Executive").
AGREEMENT AND PLAN OF MERGER among PHYSICIANS FORMULA HOLDINGS, INC., MARKWINS INTERNATIONAL CORPORATION, and MARKWINS MERGER SUB, INC. Dated as of September 26, 2012Agreement and Plan of Merger • September 27th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • 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 AGREEMENTVoting Agreement • August 15th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • 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.
CONTINUING GUARANTYContinuing Guaranty • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
SECURITY AGREEMENTSecurity Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and between PHYSICIANS FORMULA DRTV, LLC, a Delaware limited liability company (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”).
PHYSICIANS FORMULA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • California
THIS AGREEMENT is made as of March 8, 2004, by and between Physicians Formula, Inc., a New York corporation and formerly known as Pierre Fabre, Inc. (the "Company"), and Joseph J. Jaeger ("Executive").
VOTING AGREEMENTVoting Agreement • September 27th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • 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.
PROTECTION OF TRADE SECRETS, NONSOLICITATION AND CONFIDENTIALITY AGREEMENTNonsolicitation and Confidentiality Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • California
THIS AGREEMENT is made as of March 8, 2004, by and between Physicians Formula, Inc., a New York corporation and formerly known as Pierre Fabre, Inc. (the "Company"), and Joseph J. Jaeger ("Executive").
PFI HOLDINGS CORP. EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS AGREEMENT is made as of November 3, 2003, by and between PFI Holdings Corp., a Delaware corporation (the "Company"), and Ingrid Jackel-Marken ("Executive").
CREDIT AGREEMENT among PHYSICIANS FORMULA, INC., a New York corporation THE LENDERS PARTIES HERETO and UNION BANK OF CALIFORNIA, N.A. as Administrative Agent Dated as of November 14, 2006Credit Agreement • December 21st, 2006 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS CREDIT AGREEMENT, dated as of November 14, 2006, among PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”), the several banks and other lenders from time to time parties to this Agreement (the “Lenders”) and UNION BANK OF CALIFORNIA, N.A. (“UBOC”), as administrative agent for the Lenders (in such capacity, the “Agent”).
SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENTSenior Subordinated Note Purchase and Security Agreement • May 3rd, 2010 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the “Original Agreement”), by and among Mill Road Capital, L.P., a Delaware limited partnership (the “Holder”), Physicians Formula, Inc., a New York corporation (the “Borrower”), Physicians Formula Holdings, Inc., a Delaware corporation (“Holdings”) and the Guarantors party to the Original Agreement.
6,250,000 Shares Physicians Formula Holdings, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2006 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 6,250,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), of which 3,125,000 shares will be sold by the Company and 3,125,000 shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” Certain Selling Stockholders also propose to sell at the Underwriters’ option an agg
6,250,000 Shares Physicians Formula Holdings, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2006 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Physicians Formula Holdings, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 6,250,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), of which 3,125,000 shares will be sold by the Company and 3,125,000 shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” Certain Selling Stockholders also propose to sell at the Underwriters’ option an agg
ContractEmployment Agreement • May 8th, 2008 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • April 27th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company's 2006 Equity Incentive Plan (the “Plan”), the Committee has granted to you an option (the “Option”) to acquire shares of Common Stock, as set forth below, subject to the terms and conditions set forth herein:
PFI HOLDINGS CORP. REGISTRATION AGREEMENTRegistration Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS AGREEMENT is made as of November 3, 2003, by and among PFI Holdings Corp., a Delaware corporation (the "Company"), the Persons identified on the Schedule of Investors attached hereto (the "Investors") and Pierre Fabre Dermo-Cosmetique, S.A., a French société anonyme ("PFDC") and each of the other holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart signature page to this Agreement. Capitalized terms used herein but not otherwise defined herein are defined in paragraph 8 below.
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 3rd, 2011 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of February 28, 2011, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • New York
This Management Services Agreement (this "Agreement") is made as of this 3rd day of November, 2003 (the "Effective Date") by, between and among PIERRE FABRE, INC. (to be known as PHYSICIANS FORMULA, INC.), a New York corporation having its address at 1055 West 8th Street, Azusa, California ("PFI"), RENE FURTERER INC., a New York corporation ("RF," and collectively with PFI, the "Parties"), and PIERRE FABRE DERMO-COSMETIQUE, S.A., a limited company organized under the laws of France with its head office at 45, Place Abel Gance, Boulogne (92100), France ("PFDC").
FORM OF RESTRICTED STOCK GRANT AGREEMENT [Date]Restricted Stock Grant Agreement • October 24th, 2006 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the "Company") is pleased to advise you that, pursuant to the Company's 2006 Equity Incentive Plan (the "Plan"), the Company's Compensation Committee has approved the issuance of shares of the Company's Common Stock, par value $0.01 per share, to you as set forth below (the "Restricted Shares"), subject to the terms and conditions set forth herein. Upon payment to the Company by you of the aggregate par value thereof, which payment shall be made within 10 days of the date hereof, the Restricted Shares shall be fully paid and nonassessable. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.
ContractPhysicians Formula Holdings, Inc. • September 11th, 2009 • Perfumes, cosmetics & other toilet preparations
For value received, the undersigned (hereinafter, the “Borrower”) hereby promises to pay in lawful money of the United States of America in immediately available funds to the order of Mill Road Capital, L.P., a Delaware limited partnership with a principal place of business at Two Sound View Drive, Greenwich, CT 06830 (hereinafter, the “Lender”), at the address of the Lender or at such other address as the holder hereof may designate, the aggregate principal sum of Four Million Two Hundred Thousand ($4,200,000.00) DOLLARS or, if less, the aggregate unpaid principal amount of all advances made by the Lender to the Borrower, together with all interest accruing thereon, pursuant to the Term Loan established pursuant to the terms and conditions of a certain Term Loan Agreement of even date herewith (as from time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”) by and among the Borrower and the Lender. This note (the “Note”) is issued pursuant to the Loan
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 16th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2012 (this “Amendment”), is made and entered 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”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Merger Agreement (as such term is defined below).
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 6th, 2011 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This THIRD Amendment TO CREDIT AND SECURITY Agreement (the “Amendment”), dated as of September 30, 2011, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.
STOCK PURCHASE AGREEMENT BY AND AMONG PFI HOLDINGS CORP. AND EACH OF THE PURCHASERS NAMED HEREIN DATED AS OF NOVEMBER 3, 2003Stock Purchase Agreement • August 25th, 2006 • Physicians Formula Holdings, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT is made as of November 3, 2003, by and among PFI Holdings Corp., a Delaware corporation (the "Company"), and the Persons listed on the Schedule of Purchasers attached hereto (collectively referred to herein as the "Purchasers" and individually as a "Purchaser"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR SENIOR EXECUTIVE OFFICERS [Physicians Formula Holdings, Inc. Letterhead]Non-Qualified Stock Option Award Agreement • March 16th, 2007 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), the Committee has granted to you an option (the “Option”) to acquire shares of Common Stock, as set forth below, subject to the terms and conditions set forth herein:
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 4, 2009, is entered into among (1) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Amendment (the “Lenders”) and (3) UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Ontario
THIS AGREEMENT is dated with effect as of this 6th day of November, 2009 by PHYSICIANS FORMULA, INC., a New York corporation, (the “Borrower”) to and in favour of WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (the “Lender”).
THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENTSenior Subordinated Note Purchase and Security Agreement • June 8th, 2010 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of June 3, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as the same may be amended from time to time, the “Original Agreement”), by and among Mill Road Capital, L.P., a Delaware limited partnership (the “Holder”), Physicians Formula, Inc., a New York corporation (the “Borrower”), Physicians Formula Holdings, Inc., a Delaware corporation (“Holdings”) and the Guarantors party to the Original Agreement.
DEUTSCHE BANK SECURITIES INC.Stock Purchase Instruction • November 4th, 2008 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
ContractPhysicians Formula Holdings, Inc. • November 9th, 2009 • Perfumes, cosmetics & other toilet preparations
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L.P. AND PHYSICIANS FORMULA, INC.; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
FORM OF [NON-QUALIFIED] [INCENTIVE] STOCK OPTION AWARD AGREEMENT [Physicians Formula Holdings, Inc. Letterhead] [Date]Option Award Agreement • October 24th, 2006 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the "Company") is pleased to advise you that, pursuant to the Company's 2006 Equity Incentive Plan (the "Plan"), the Committee has granted to you an option (the "Option") to acquire shares of Common Stock, as set forth below, subject to the terms and conditions set forth herein:
PLEDGE AGREEMENTPledge Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Pledge Agreement (this “Agreement”), dated as of September 4, 2009, is made by PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Pledgor”), in favor of MILL ROAD CAPITAL, L.P., a Delaware limited partnership having its principal place of business at Two Sound View Drive, Greenwich, CT 06830 (the “Lender”).
PLEDGOR GUARANTEEPledgor Guarantee • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGOR GUARANTEE (the “Pledgor Guarantee”) is executed as of September 4, 2009 by PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Guarantor”), for the benefit of MILL ROAD CAPITAL, L.P. (the “Lender”).
PHYSICIANS FORMULA, INC. AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2012 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Amendment to Second Amended and Restated Employment Agreement (the “Amendment”) is made as of May 2, 2012, by and between Physicians Formula, Inc., a New York corporation (the “Company”), and Ingrid Jackel (“Executive”).
