4,500,000 Shares of Common Stock HEELYS, INC. UNDERWRITING AGREEMENT June [ ], 2007Underwriting Agreement • June 27th, 2007 • Heelys, Inc. • Footwear, (no rubber) • New York
The stockholders of Heelys, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), listed on Schedule I hereto (the "Selling Stockholders"), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of 4,500,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"). 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, subject to the terms and conditions stated herein, to sell to the Underwriters up to an additional 675,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares." Bear, Stearns & Co. Inc. ("Bear Stearns"), Wachovia Capital Markets, LLC ("Wachovia
