EXHIBIT 2.2
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made and entered into
as of
December 18, 2006 between Movie Star, Inc., a New York corporation
("Parent")
and the undersigned stockholder (the "Stockholder") of Parent.
Capitalized terms
used and not otherwise defined herein shall have the respective
meanings set
forth in the Merger Agreement described below.
RECITALS
WHEREAS, pursuant to an Agreement and Plan of Merger and
Reorganization
dated as of the date hereof by and among Parent, Fred Merger Corp.,
a Delaware
corporation and a wholly-owned subsidiary of Parent ("Merger Sub"),
and FOH
Holdings, Inc., a Delaware corporation (the "Company") (such
agreement as it may
be amended is hereinafter referred to as the "Merger Agreement"),
Parent has
agreed to acquire the outstanding securities of the Company
pursuant to a merger
of Merger Sub with and into the Company (the "Merger") in which
each outstanding
share of common stock of the Company will be converted into shares
of common
stock of Parent (the "Parent Shares") at the exchange ratio set
forth in the
Merger Agreement; and
WHEREAS, the Stockholder is the registered and beneficial owner of
such
number of shares of the outstanding Parent Shares as is indicated
on the
signature page of this Agreement (the "Shares").
NOW, THEREFORE, the parties agree as follows:
1.
Shares.
1.1
Ownership of Shares. The Stockholder represents and warrants
to Parent that: (i) the Stockholder is (and will be until the
Expiration Date,
unless Transferred (as defined below) pursuant to Section 1.3) the
beneficial
owner of the Shares, with full and sole power to vote or direct the
voting of
all Shares; (ii) the Shares constitute the Stockholder's entire
interest in the
outstanding capital stock and voting securities of Parent; and
(iii) the Shares
are held by the Stockholder free and clear of any Liens. A person
shall be
deemed to have effected a "Transfer" of a security if such person
directly or
indirectly (i) sells, pledges, encumbers, grants an option with
respect to,
transfers or otherwise disposes of such security or any interest
therein
(including any voting interest), or (ii) enters into an agreement
or commitment
providing for the sale of, pledge of, encumbrance of, grant of an
option with
respect to, transfer of or disposition of such security or any
interest therein
As used herein, the term "Expiration Date" shall mean the earlier
to occur of
(i) the Effective Time or (ii) termination of the Merger Agreement
in accordance
with the terms thereof.
1.2
New Shares. The Stockholder agrees that any shares of capital
stock or voting securities of Parent that the Stockholder purchases
or with
respect to which the Stockholder otherwise acquires beneficial
ownership after
the date of this Agreement and prior to the Expiration Date ("New
Shares") shall
be subject to the terms and conditions of this Agreement to the
same extent as
if they constituted Shares for so long as they are held by the
Stockholder.
1.3
No Transfers of Shares. The Stockholder hereby agrees that, at
all times during the period commencing with the execution and
delivery of this
Agreement until the Expiration Date, the Stockholder shall not
cause or permit
any Transfer of any of the Shares to be effected, or discuss,
negotiate or make
any offer regarding any Transfer of any of the Shares without the
prior written
consent of Parent, provided that, notwithstanding the foregoing,
the Stockholder
shall not be restricted from effecting a Transfer of any Shares to
any member of
the Stockholder's immediate family, to a trust for the benefit of
the
Stockholder and/or any member of the Stockholder's immediate
family, any of the
Stockholder's Affiliates (as defined in Rule 12b-2 under the
Securities Exchange
Act of 1934, as amended), any wholly-owned subsidiary of the
Stockholder or any
other person managed fund or managed client account over which such
Stockholder
exercises investment authority, including without limitation, with
respect to
voting and dispositive rights; provided, that each such transferee
shall have
(i) executed a counterpart of this Agreement, a proxy in the form
attached
hereto as Exhibit I and the Shareholders Agreement (with such
modifications as
Parent may reasonably request) and (ii) agreed in writing to hold
such Shares,
or such interest therein, subject to all of the terms and
conditions set forth
in this Agreement. For purposes of this Agreement, "immediate
family" means the
Stockholder's spouse, parents, siblings, children or grandchildren.
1.4
No Transfer of Voting Rights. The Stockholder hereby agrees
that, at all times commencing with the execution and delivery of
this Agreement
until the Expiration Date, the Stockholder shall not deposit, or
permit the
deposit of, any Shares in a voting trust, grant any proxy in
respect of the
Shares, or enter into any voting agreement or similar arrangement
or commitment
with respect to any of the Shares (other than, in each case, this
Agreement and
the Proxy (as defined in Section 3)).
2.
Agreement to Vote Shares. Prior to the Expiration Date, at every
meeting of the stockholders of Parent at which any of the following
is
considered or voted upon, and at every adjournment thereof, and on
every action
or approval by written resolution of the stockholders of Parent
with respect to
any of the following, the Stockholder shall vote the Shares and any
New Shares,
in each case as to which the Stockholder then has voting control,
in favor of
the transactions contemplated by the Merger Agreement, including,
without
limitation, approval of the issuance of Parent Shares in connection
with the
Merger and pursuant to the Rights Offering and in favor of the
Parent Charter
Amendment.
3.
Irrevocable Proxy. The Stockholder hereby agrees to timely deliver
to Parent a duly executed proxy in the form attached hereto as
Exhibit I (the
"Proxy"), such Proxy to cover the Shares and all New Shares in
respect of which
the Stockholder is entitled to vote at each meeting of the
stockholders of
Parent and held by Stockholder as of the record date for such
meeting
(including, without limitation, each written consent in lieu of a
meeting)
solely for purposes of voting such shares in favor of the matters
specified in
Section 2 of this Agreement;
2
PROVIDED, THAT, such proxy shall only survive until the Expiration
Date. In the
event that the Stockholder is unable to provide any such Proxy in a
timely
manner, the Stockholder hereby grants Parent a power of attorney to
execute and
deliver such Proxy for and on behalf of the Stockholder, such power
of attorney,
which being coupled with an interest, shall survive any death,
disability,
bankruptcy, or any other such impediment of the Stockholder. Upon
the execution
of this Agreement by the Stockholder, the Stockholder hereby
revokes any and all
prior proxies or powers of attorney given by the Stockholder with
respect to the
Shares and agrees not to grant any subsequent proxies or powers of
attorney with
respect to the Shares until after the Expiration Date.
4.
Representations, Warranties and Covenants of Stockholder. The
Stockholder further represents, warrants and covenants to Parent as
follows:
(a)
The Stockholder has full power and legal capacity to execute
and deliver this Agreement, to perform its obligations hereunder
and to
consummate the transactions contemplated hereby. This Agreement has
been duly
and validly executed and delivered by the Stockholder and
constitutes the valid
and binding obligation of the Stockholder, enforceable against the
Stockholder
in accordance with its terms, except as may be limited by (i) the
effect of any
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws
relating to or affecting the rights of creditors generally and (ii)
the effect
of equitable principles of general application. Except as may be
limited by (i)
the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium
and similar laws relating to or affecting the rights of creditors
generally and
(ii) the effect of equitable principles of general application, the
execution
and delivery of this Agreement by the Stockholder does not, and the
performance
of the Stockholder's obligations hereunder will not, result in any
breach of or
constitute a default (or an event that with notice or lapse of time
or both
would become a default) under, or give to others any right to
terminate, amend,
accelerate or cancel any right or obligation under, or result in
the creation of
any lien or encumbrance on any Shares or New Shares pursuant
