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
