6,250,000 Shares of Common Stock HEELYS, INC. UNDERWRITING AGREEMENT December [ ], 2006Underwriting Agreement • December 6th, 2006 • Heelys, Inc. • Footwear, (no rubber) • New York
Heelys, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 3,125,000 shares (the "Company Shares") of its common stock, par value $0.001 per share (the "Common Stock"). The stockholders of the Company listed on Schedule I hereto (the "Selling Stockholders"), severally and not jointly, propose to sell to the Underwriters an aggregate of 3,125,000 shares of Common Stock (the "Selling Stockholders' Shares" and, together with the Company Shares, the "Firm Shares"). For the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, the Selling Stockholders also propose to sell to the Underwriters up to an additional 937,500 shares of Common Stock (the "Additional Shares"). The Firm Shares and any Additional Shares purchased
