Underwriting AgreementUnderwriting Agreement • May 24th, 2006 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”), of Under Armour, Inc., a Maryland corporation (the “Company”), propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 7,263,165 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,089,477 additional shares (the “Optional Shares”) of Class A Common Stock, par value $.0003 1/3 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • May 24th, 2006 • Under Armour, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
UNDER ARMOUR, INC., a Maryland corporation, and its wholly owned Domestic Subsidiaries UNDER ARMOUR RETAIL, INC., a Maryland corporation, UNDER ARMOUR RETAIL OF MARYLAND, L.L.C., a Maryland limited liability company, UNDER ARMOUR RETAIL OF VIRGINIA, LLC, a Virginia limited liability company, UNDER ARMOUR HONG KONG, LLC, a Maryland limited liability company, UNDER ARMOUR RETAIL OF OHIO, LLC, a Maryland limited liability company, and UNDER ARMOUR RETAIL OF FLORIDA, LLC, a Florida limited liability company (collectively, the “Companies” and, individually, a “Company”);
