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.
