3,000,000 Shares1 Shoe Pavilion, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2006 • Shoe Pavilion Inc • Retail-shoe stores • California
Shoe Pavilion, Inc., a Delaware corporation (the “Company”), and the selling shareholder named in Schedule B hereto (the “Selling Stockholder”) propose to sell to you and other firms and corporations named in Schedule A attached hereto (the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for which you are acting as representatives (“Representatives”), 3,000,000 shares (the “Primary Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase, for the purpose of covering over-allotments, up to an additional 450,000 shares of the Common Stock (the “Over-Allotment Shares”). The Primary Shares and the Over-Allotment Shares are collectively referred to below as the “Shares.” The Company and the Selling Stockholder agree with the several Underwriters as set forth below.
