0001047469-05-010852 Sample Contracts

ZUMIEZ INC. • ,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 21st, 2005 • Zumiez Inc • Retail-apparel & accessory stores • New York

This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among Zumiez, Inc. (the "Company"), Wachovia Capital Markets, LLC ("Wachovia") and Piper Jaffray & Co. ("Piper"), as joint book-running managers of the underwriters to be named in the Underwriting Agreement (the "Underwriters"), and the other parties thereto (if any), relating to a proposed underwritten public offering of common stock (the "Common Stock") of the Company.

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LIMITED LIABILITY COMPANY AGREEMENT OF ZUMIEZ HOLDINGS LLC a Delaware Limited Liability Company Dated as of November 4, 2002
Limited Liability Company Agreement • April 21st, 2005 • Zumiez Inc • Retail-apparel & accessory stores • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Zumiez Holdings LLC, a Delaware limited liability company (the "Company"), is made and entered into as of the 4th day of November 2002, by and among the parties listed on the signature pages hereto (collectively, the "Members").

INDEMNITY AGREEMENT
Indemnification Agreement • April 21st, 2005 • Zumiez Inc • Retail-apparel & accessory stores • Washington
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