K2 INC. 6,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 28th, 2004 • K2 Inc • Sporting & athletic goods, nec • New York
K2 Inc., a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,000,000 shares of Common Stock, par value $1.00 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one one-hundredth ( 1/100) (subject to adjustment) of a share of the Company’s Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share (the “Ser
K2 Inc. Purchase AgreementPurchase Agreement • June 28th, 2004 • K2 Inc • Sporting & athletic goods, nec • New York
K2 Inc., a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 7 3/8% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of July 1, 2004 (the “Indenture”) among the Company, the initial guarantors listed in Schedule 2 hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).
