Lumber Liquidators, Inc. Common Stock Form of Underwriting AgreementLumber Liquidators, Inc. • November 5th, 2007 • Retail-lumber & other building materials dealers • New York
Lumber Liquidators, Inc. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (in such capacity, the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.001 per share (“Stock”) of the Company, and Thomas D. Sullivan (the “Founder”) and certain investment funds associated with TA Associates, Inc. (“TA Associates” and, together with the Founder, the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock and, at the election of the Underwriters, up to [ ] additional shares of Stock. The
Thomas D. Sullivan Chairman Lumber Liquidators, Inc. 3000 John Deere Road Toano, VA 23168Lumber Liquidators, Inc. • November 5th, 2007 • Retail-lumber & other building materials dealers
Reference is hereby made to that certain Underwriting Agreement (the “Underwriting Agreement”) among Lumber Liquidators, Inc., a Delaware corporation (the “Company”), you, the other Selling Stockholders specified therein and the Underwriters named in Schedule I thereto. You, the Company and the other Selling Stockholders have proposed, subject to the terms and conditions stated in the Underwriting Agreement, to sell to the Underwriters an aggregate of 11,500,000 shares of common stock of the Company (“Stock”), of which 5,133,333 shares will be sold by you. In addition, at the election of the Underwriters, you and the other Selling Stockholder have proposed, subject to the terms and conditions stated therein, to sell to the Underwriters up to 1,725,000 additional shares of Stock, of which 1,150,000 shares will be sold by you.
