4,000,000 Shares PERNIX THERAPEUTICS HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2011 • Pernix Therapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Pernix Therapeutics Holdings, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), and certain shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters, an aggregate of 4,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), of which 3,000,000 shares are to be issued and sold by the Company and 1,000,000 shares are to be sold by the Selling Shareholders in the respective amounts set forth opposite their respective names in Schedule II hereto.
