Wayfair Inc. Class A Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • September 19th, 2014 • Wayfair Inc. • Retail-catalog & mail-order houses • New York
Wayfair Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Class A Common Stock, par value $[0.001] per share (the “Class A Common Stock”), of the Company, and the stockholders of the Company named in Schedule IV hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the Underwriters an aggregate of shares of Class A Common Stock of the Company and, at the election of the Underwriters, up to additional shares of Class A Common Stock of the Company. The aggregate of shares of Class A Common Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to additional shares of Class A Common Stock to be sold by the Company and the Selling Stockholders at
