Exhibit 10.29


 


EXECUTION COPY


 


 


REGISTRATION RIGHTS AGREEMENT


 


AMONG


 


KP SPORTS, INC.


(d/b/a UNDER ARMOUR PERFORMANCE APPAREL),


 


ROSEWOOD CAPITAL IV, L.P.,


 


ROSEWOOD CAPITAL IV ASSOCIATES, L.P.


 


AND


 


THE OTHER HOLDERS NAMED HEREIN


 


 


September 30, 2003


 





















 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of September 30, 2003 by and between (i) KP Sports, Inc.,
a Maryland corporation doing business as “Under Armour Performance Apparel”
(the “Company”), (ii) the existing stockholders of the Company listed on
the signature pages hereto (each individually an “Existing Stockholder”
and collectively, the “Existing Stockholders”), and (iii) Rosewood Capital
IV, L.P., a Delaware limited partnership, and Rosewood Capital IV Associates,
L.P., a Delaware limited partnership (collectively referred to hereinafter as
the “Investors” and individually as an “Investor”).  The Investors and the Existing Stockholders,
together with any other persons who shall hereafter acquire Registrable
Securities (as hereinafter defined) and execute a counterpart hereto pursuant
to the provisions of, and subject to the restrictions and rights set forth in,
this Agreement, are referred to herein collectively as the “Holders” and
individually as a “Holder.”


 


WHEREAS, on the date hereof, the Existing Stockholders
own an aggregate of 10,400,000 shares of the Company’s Class A Common
Stock, par value $.001 per share (the “Common Stock”).


 


WHEREAS, on the date hereof, the Investors have
acquired an aggregate of 1,200,000 shares of Series A Preferred Stock,
$.001 par value per share (the “Series A Stock”) and an aggregate of
1,208,055 shares of Class B Common Stock, $.001 par value per share (the “Class B
Common Stock”) from the Company pursuant to a Stock Purchase Agreement dated as
of the date hereof among the Company and the Investors (the “Purchase Agreement”);


 


WHEREAS, it is a condition to the obligations of the
Investors under the Purchase Agreement that the Company and the Investors enter
into this Agreement in order to provide the Investors with certain rights with
respect to the registration of the Common Stock issuable upon conversion of the
Class B Common Stock; and


 


WHEREAS capitalized terms used in this Agreement shall
have the meanings ascribed to them in Section 2
hereof.


 


NOW, THEREFORE, for and in consideration of the
foregoing and of the mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:


 





















 


1.              REGISTRATION
RIGHTS


 


1.1.                            Demand Registration Rights
of Initiating Holders


 


1.1.1.                  Request


 


At any time six (6) months after the closing of
the Company’s IPO, the Initiating Holders may request registration for sale
under the Act of all or part of the Registrable Securities then held by them,
provided that the reasonably anticipated aggregate price to the public of such
Registrable Securities in any such registration are at least $10,000,000, and
upon such request the Company will promptly take the actions specified in Section 1.1.2.


 


1.1.2.                  Demand Procedures


 


Within ten (10) Business Days after receipt by
the Company of a written registration request under Section 1.1.1
(which request shall specify the number of shares proposed to be
registered and sold and the manner in which such sale is proposed to be
effected), the Company shall promptly give written notice to all other Holders
of the proposed demand registration, and such other Holders shall have the
right to join in the proposed registration and sale with respect to the
Registrable Securities held by them, upon written request to the Company (which
request shall specify the number of shares proposed to be registered and sold)
within ten (10) Business Days after receipt of such notice from the
Company.  The Company shall thereafter,
as expeditiously as practicable, use commercially reasonable efforts to (i) file
with the SEC under the Act a registration statement on the appropriate form
concerning all Registrable Securities specified in the demand request and all
Registrable Securities with respect to which the Company has received the
written request to participate in such demand registration from the other
Holders and (ii)  cause the registration statement to be declared
effective.  At the request of the
Initiating Holders requesting registration, the Company shall use its
commercially reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment
basis, by a recognized regional or national underwriter selected by the Company
and approved by the Initiating Holders, such approval not to be unreasonably
withheld.  All Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form. 
The Company shall not be obligated to effect more than two (2) registrations
requested by Initiating Holders under Section 1.1.1,
provided, however, that each such request shall be deemed satisfied only when a
registration statement covering not less than seventy-five percent (75%) of the
Registrable Securities specified in notices received as aforesaid from the
Initiating Holders, for


 


 


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sale in accordance with the method of disposition
specified by the Initiating Holders, has become effective for a period of at least
ninety (90) days (or such shorter period as all securities thereunder have been
sold).


 


1.1.3.                  Delay by Company


 


The Company shall not be required to proceed to effect
a demand registration under the Act pursuant to Section 1.1.1
above if (i) the Company receives a request for registration under Section 1.1.1 less than ninety (90) days preceding the
anticipated effective date of a proposed underwritten public offering of
securities of the Company approved by the Company’s Board of Directors prior to
the Company’s receipt of the request and in such event the Company shall not be
required to effect any such requested registration until one hundred eighty
(180) days after the effective date of such proposed underwritten public
offering; (ii) within 180 days prior to any such request for registration,
a registration of securities of the Company has been effected in which the
Initiating Holders had the right to participate pursuant to this Section 1.1 or Section 1.2
hereof; or (iii) the Board of Directors of the Company reasonably
determines in good faith that effecting such a demand registration at such time
would have a material adverse effect upon a proposed sale of all (or
substantially all) of the assets of the Company, or a merger, share exchange,
reorganization, recapitalization, or any other form of business combination or
transaction materially affecting the capital structure, or equity ownership of
the Company, or would otherwise be seriously detrimental to the Company because
the Company was then in the process of raising capital in the public or private
markets; provided, however, that the Company may only delay a demand
registration pursuant to this Section 1.1.3 for
a period not exceeding one hundred eighty (180) days (or until such earlier
time as such transaction is consummated or no longer proposed) and may only
defer any such filing pursuant to this Section 1.1.3
once per calendar year.  The Company
shall promptly notify in writing the Holders requesting registration of any
decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in
reasonable detail the reason for such decision and shall include an undertaking
by the Company promptly to notify such Holders as soon as a demand registration
may be effected.


 


1.1.4.                  Reduction


 


If a demand registration is an underwritten
registration and the managing underwriters advise the Company and the Holders
participating in the demand registration in writing that in their opinion the
number of shares of Common Stock requested to be included in such registration
exceeds the number


 


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which can be sold in such offering, then the Company
shall include in such registration (i) first the shares proposed to be
sold by the Investors, allocated pro rata among such Investors in proportion to
the number of Registrable Securities owned by them and (ii) second, the
shares of any other Holders participating in the demand registration, allocated
pro rata among such Holders in proportion to the number of shares of
Registrable Securities owned by them.


 


1.1.5.                  Withdrawal


 


Holders participating in any demand registration
pursuant to this Section 1.1 may withdraw at
any time before a registration statement is declared effective, and the Company
may withdraw such registration statement if no Registrable Securities are then
proposed to be included (and if withdrawn by the Company the Holders shall not
be deemed to have requested a demand registration for purposes of Section 1.1.1 hereof). 
If the Company withdraws a registration statement under this Section 1.1.5 in respect of a registration for which
the Company would otherwise be required to pay expenses under Section 1.6.2 hereof, the Holders that shall have
withdrawn shall reimburse the Company for all expenses of such registration in
proportion to the number of shares each such withdrawing Holder shall have
requested to be registered. 
Notwithstanding the foregoing, however, if (i) at the time of the
withdrawal, the Holders have learned of a material adverse change in the
condition, business or prospects of the Company from that known to the Holders
at the time of their request or (ii) a majority of the Initiating Holders
agree to forgo one demand right, then the Holders shall not be required to pay
any of said registration expenses and in connection with (i) the Company
shall be deemed not to have effected a registration pursuant to Section 1.1.2 of this Agreement.


 


1.2.                            Piggyback Registration Rights


 


1.2.1.                  Request


 


If at any time or times after the date of this
Agreement the Company proposes to file a registration statement covering any of
its securities under the Act (whether to be sold by it or by one or more
selling stockholders), other than an offering pursuant to a demand registration
under Section 1.1.1 or Section 1.3 hereof or an offering registered on Form S-8
or Form S-4, or successor forms relating to employee stock plans and
business combinations, the Company shall, not less than ten (10) Business
Days prior to the proposed filing date of the registration statement, give
written notice of the proposed registration to all Holders specifying in
reasonable detail the proposed transaction to be covered by the registration


 


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statement, and at the written request of any Holder
delivered to the Company within five (5) Business Days after giving such
notice, shall include in such registration and offering, and in any
underwriting of such offering, all Registrable Securities as may have been
designated in the Holder’s request.  The
Company shall have no obligation to include shares of Common Stock owned by any
Holder in a registration statement pursuant to this Section 1.2,
unless and until such Holder (a) in connection with any underwritten
offering, agrees to enter into an underwriting agreement, a custody agreement
and power of attorney and any other customary documents required in an
underwritten offering all in customary form and containing customary provisions
and (b) shall have furnished the Company with all information and
statements about or pertaining to such Holder in such reasonable detail and on
such timely basis as is reasonably deemed by the Company to be legally required
with respect to the preparation of the registration statement.


 


1.2.2.                  Reduction


 


If a registration in which any Holder has the right to
participate pursuant to this Section 1.2
is (i) the Company’s IPO, the Company may limit, to the extent so advised
by the underwriters, the amount of securities (including Registrable
Securities) to be included in the registration by the Company’s stockholders
(including the Holders), or may exclude, to the extent so advised by the
underwriters, such securities (including Registrable Securities) entirely from
the Company’s IPO, or (ii) an underwritten registration subsequent to the
IPO and the managing underwriters advise the Company that in their opinion the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering, the Company shall include in such
registration (i) first, the securities of the Company proposed to be sold
by the Company, (ii) second, the shares proposed to be sold by Holders
exercising rights under Section 1.2.1,
allocated pro rata among such Holders in proportion to the number of
Registrable Securities owned by them and (iii) third, the shares held by
any other stockholders proposing to sell shares of Common Stock pursuant to
such registration.


 


1.3.                            Registration on Form S-3


 


Subject to the limitations set forth in Section 1.1.3, if at any time the Company is eligible
to use Form S-3 (or any successor form) for secondary sales Initiating
Holders may request (by written notice to the Company stating the number of
Registrable Securities proposed to be sold and the intended method of
disposition) that the Company file a registration statement on Form S-3
(or any successor form) for a public sale of all or any portion of the
Registrable Securities beneficially owned by them (which may include a “shelf”
registration under Rule


 


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415 under the Act, or any successor rule), provided
that the reasonably anticipated aggregate price to the public of such
Registrable Securities in any such registration shall be at least
$2,000,000.  Upon receiving such request,
the Company shall use its commercially reasonable efforts to promptly file a
registration statement on Form S-3 (or any successor form) to register
under the Act for public sale in accordance with the method of disposition
specified in such request, the number of shares of Registrable Securities
specified in such request and shall otherwise carry out the actions specified
in Section 1.1.2 and 1.4.  The Company
shall not be obligated to file more than one registration statement on Form S-3
(or any successor form) pursuant to this Section 1.3
within any twelve (12) month period.


 


1.4.                            Registration Procedures


 


Whenever any Holder has requested that any Registrable
Securities be registered pursuant to Sections
1.1, 1.2 or 1.3 hereof, the Company shall:


 


(1)           prepare and file with the SEC a
registration statement with respect to such shares and use commercially
reasonable efforts to cause such registration statement to become effective as
soon as reasonably practicable thereafter (provided that before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish counsel for such Holder with copies of all such
documents proposed to be filed) and to cause such registration statement to
comply as to form and content in all material respects with the SEC’s forms, rules and
regulations;


 


(2)           prepare and file with the SEC such
amendments and supplements to such registration statement and prospectus used
in connection therewith as may be necessary to keep such registration statement
effective for a period of not less than 90 days (two (2) years in the case
of a registration pursuant to Section 1.3
hereof) or until such Holder has completed the distribution described in such
registration statement, whichever occurs first;


 


(3)           furnish to such Holder such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each preliminary
prospectus), and such other documents as such Holder may reasonably request;


 


(4)           use commercially reasonable efforts
to register or qualify such shares under such other securities or blue sky laws
of such jurisdictions as such Holder requests (and to maintain such
registrations and qualifications effective for the applicable period of time
set forth in Section 1.4(2) hereof),
and to do any and


 


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all other acts and things which may be reasonably necessary
or advisable to enable such Holder to consummate the disposition in such
jurisdictions of such shares (provided that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it would
not be required but for this subsection (4), (ii) subject itself to
taxation in any such jurisdiction, or (iii) file any general consent to
service of process in any such jurisdiction); provided that, notwithstanding
anything to the contrary in this Agreement with respect to the bearing of
expenses, if any such jurisdiction shall require that expenses incurred in
connection with the qualification of such shares in that jurisdiction be borne
in part or full by such Holder, then such Holder shall pay such expenses to the
extent required by such jurisdiction;


 


(5)           notify such Holder, at any time when
a prospectus relating thereto is required to be delivered under the Act within
the period that the Company is required to keep the registration statement
effective, of the happening of any event as a result of which the prospectus
included in any such registration statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading, and promptly prepare, file and furnish to the Holder a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such shares, such prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or, in light of the circumstances then existing, necessary to make the
statements therein not misleading;


 


(6)           cause all such shares to be listed on
securities exchanges, if any, on which similar securities issued by the Company
are then listed;


 


(7)           provide a transfer agent and
registrar for all such shares not later than the effective date of such
registration statement;


 


(8)           enter into such customary agreements
and take all such other customary actions as such Holder reasonably requests
(and subject to its reasonable approval) in order to expedite or facilitate the
disposition of such shares;


 


(9)           make available for inspection by such
Holder, by any underwriter participating in any distribution pursuant to such
registration statement, and by any attorney, accountant or other agent retained
by such Holder or by any such underwriter, all financial and other records,
pertinent corporate documents, and properties of the Company (other than
confidential intellectual property or other property or information that is
subject to legal confidentiality obligations);


 


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(10)         in
connection with an underwritten offering pursuant to a registration statement
filed pursuant to Section 1.1
hereof, enter into an underwriting agreement in customary form and containing
customary provisions, including provisions for indemnification of underwriters
and contribution, if so requested by any underwriter.


 


1.5.                            Holdback Agreement


 


(a)           Notwithstanding
anything in this Agreement to the contrary, if after any registration statement
to which the rights hereunder apply becomes effective (and prior to completion
of any sales thereunder), the Company’s Board of Directors determines in good
faith that the failure of the Company to (i) suspend sales of stock under
the registration statement or (ii) amend or supplement the registration
statement, would have a material adverse effect on the Company, the Company
shall so notify each Holder participating in such registration and each Holder
shall suspend any further sales under such registration statement until the
Company advises the Holder that the registration statement has been amended or
that conditions no longer exist which would require such suspension, provided
that the Company may impose any such suspension for no more than thirty (30)
days and no more than two (2) times during any twelve (12) month period.


 


(b)           In
the event that the Company effects a registration of any securities under the
Act in an underwritten public offering, each Holder agrees not to effect any
sale, transfer, disposition or distribution, including any sale pursuant to Rule 144
under the Act, of any Equity Securities (except as part of such offering)
during the 180-day period commencing with the effective date of the registration
statement for the IPO and, for so long as each Holder owns 5% or more of the
Company’s outstanding voting securities, the 90-day period commencing with the
effective date of the registration statement for any subsequent public
offering, provided that all officers, directors and holders of 5% or more of
the Company’s outstanding voting securities enter into agreements providing for
similar restrictions on sales.


 


1.6.                            Registration Expenses


 


1.6.1.                  Holder Expenses


 


If, pursuant to Sections 1.1, 1.2 or
1.3 hereof, Registrable Securities are
included in a registration statement, then the Holder thereof shall pay all
transfer taxes, if any, relating to the sale of its shares, and any
underwriting


 


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discounts or commissions or the equivalent thereof
applicable to the sale of its shares and such expenses as may be payable under Section 1.4(4) hereof.


 


1.6.2.                  Company Expenses


 


Except for the fees and expenses specified in Section 1.6.1 hereof and except as provided below in
this Section 1.6.2, the Company shall
pay all expenses incident to the registration of shares by the Company and any
Holders pursuant to Sections 1.1, 1.2
or 1.3 hereof, and to the Company’s
performance of or compliance with this Agreement, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, underwriting discounts, fees and expenses
(other than any Holder’s portion of any underwriting discounts or commissions
or the equivalent thereof), printing expenses, messenger and delivery expenses,
the fees and expenses of counsel for the Company and the reasonable fees and
expenses of a single counsel for all Holders selling shares and all independent
certified public accountants and other persons retained by the Company.


 


1.6.3.                  Indemnity and Contribution


 


(a)           In
the event that any shares owned by a Holder are proposed to be offered by means
of a registration statement pursuant to Sections 1.1, 1.2 or 1.3 hereof, to the extent permitted by law, the Company
agrees to indemnify and hold harmless such Holder, any underwriter
participating in such offering, each officer, partner, manager and director of
such person, each person, if any, who controls or may control such Holder or underwriter
within the meaning of the Act and each representative of any Holder serving on
the Board of Directors of the Company (such Holder or underwriter, its
officers, partners, managers, directors and representatives, and any such other
persons being hereinafter referred to individually as a “Holder Indemnified
Person” and collectively as “Holder Indemnified Persons”) from and against all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs, and expenses, including, without limitation, interest,
penalties, and reasonable attorneys’ fees and disbursements, asserted against,
resulting to, imposed upon or incurred by such Holder Indemnified Person,
directly or indirectly (hereinafter referred to in this Section 1.6.3
in the singular as a “claim” and in the plural as “claims”), based upon,
arising out of or resulting from any breach of representation or warranty made
by the Company in any underwriting agreement or any untrue statement or alleged
untrue statement of a material fact contained in the registration statement or
any omission or alleged omission to state therein a material fact necessary to
make the statements made therein, in the light of the circumstances under which


 


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they were made, not misleading, except insofar as such
claim is based upon, arises out of or results from information furnished to the
Company in writing by or on behalf of such Holder Indemnified Person
specifically for use in connection with the registration statement.


 


(b)           In
the event that any shares owned by a Holder are proposed to be offered by means
of a registration statement pursuant to Sections 1.1, 1.2 or 1.3
hereof, each such Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, each officer of the Company who signs the
Registration Statement, each director of the Company, any underwriter
participating in such offering, and each person, if any, who controls or may
control the Company or such underwriter within the meaning of the Act (the
Company, such officers and directors of the Company, such underwriter, and any
such other persons also being hereinafter referred to individually as a “Company
Indemnified Person” and collectively as “Company Indemnified Persons”) from and
against all claims based upon, arising out of or resulting from any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement or any omission or alleged omission to state therein a
material fact necessary in order to make the statement made therein, in the
light of the circumstances under which they were made, not misleading, but only
to the extent that such claim is based upon, arises out of or results from
information furnished to the Company in writing by or on behalf of such Holder
explicitly for use in connection with the registration statement;
provided, however, that a Holder shall be under no obligation to indemnify or
hold harmless any Company Indemnified Persons with respect to any amount in
excess of the net proceeds received by such Holder in connection with any sales
of securities effected under such registration statement.


 


(c)           The
indemnification provisions set forth herein shall be in addition to any
liability the Company or any Holder may otherwise have to the Holder
Indemnified Persons or Company Indemnified Persons.  The Company Indemnified Persons and the
Holder Indemnified Persons are hereinafter referred to as “Indemnified Persons.”  Promptly after receiving notice of any claim
in respect of which an Indemnified Person may seek indemnification under this Section 1.6.3, such Indemnified Person shall submit
written notice thereof to either the Company or the Holders, as the case may be
(sometimes being hereinafter referred to as an “Indemnifying Person”).  The failure of the Indemnified Person so to
notify the Indemnifying Person of any such claim shall not relieve the
Indemnifying Person from any liability it may have hereunder except to the
extent that (a) such liability was caused or increased by such failure, or
(b) the ability of the Indemnifying Person to reduce such liability was
materially adversely affected by such failure. 
The Indemnifying Person shall have the right to undertake, by counsel or


 


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representatives of its own choosing, the defense,
compromise or settlement (without admitting liability of the Indemnified
Person) of any such claim asserted, such defense, compromise or settlement to
be undertaken at the expense and risk of the Indemnifying Person, and the
Indemnified Person shall have the right to engage separate counsel, at its own
expense, whom counsel for the Indemnifying Person shall keep informed and
consult with in a reasonable manner; provided, however, if the defendants in
any such action include both the Indemnified Person and the Indemnifying Person
and the Indemnified Person shall have reasonably concluded that there may be a
conflict between the positions of the Indemnifying Person and the Indemnified
Person in conducting the defense of any such action or that there may be legal
defenses available to it and/or other Indemnified Persons which are different
from or additional to those available to the Indemnifying Person, the
Indemnified Person shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action
on behalf of the Indemnified Person at the expense of the Indemnifying Person,
it being understood, however, that the Indemnifying Person shall not be liable
for the fees and expenses of more than one separate counsel for all Indemnified
Persons.  In the event the Indemnifying
Person shall elect not to undertake such defense by its own representatives,
the Indemnifying Person shall give prompt written notice of such election to
the Indemnified Person, and the Indemnified Person shall undertake the defense,
compromise or settlement (without admitting liability of the Indemnified
Person) thereof on behalf of and for the account and risk of the Indemnifying
Person by counsel or other representatives designated by the Indemnified
Person.  Notwithstanding the foregoing, (i) no
Indemnifying Person shall be obligated hereunder with respect to amounts paid
in settlement of any claim if such settlement is effected without the consent
of such Indemnifying Person (such consent not to be unreasonably withheld) and (ii) no
Indemnifying Person shall, without the consent of such Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of
which such Indemnified Person is a party and indemnity has been sought
hereunder by such Indemnified Person, unless such settlement includes an
unconditional release of such Indemnified Person from all liability for claims
that are the subject matter of such proceeding.


 


(d)           If
the indemnification provided for in this Section 1.6
is held by a court of competent jurisdiction to be unavailable to an
Indemnified Person, then the Indemnifying Person, in lieu of indemnifying such
Indemnified Person hereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of any losses or claims in such proportion
as is appropriate to reflect the relative fault of the Indemnified Person on
the one hand and the Indemnifying Person on the other in connection with the
statements or omissions that resulted in such losses or claims as well as any
other relevant equitable


 


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considerations. 
The relative fault of the Indemnified Person and the Indemnifying Person
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Indemnifying
Person or by the Indemnified Person and the parties’ relative intent, knowledge
and access to information and opportunity to correct or prevent such statement
or omission.  In no event will the
liability of any Holder for contribution exceed the net proceeds received by
such Holder in any sale of securities to which such liability relates.


 


1.7.                            Grant and Transfer of Registration
Rights


 


Except for registration rights granted by the Company
after the date hereof (a) in connection with business acquisitions and
which relate solely to registrations on Form S-3 or (b) which are
subordinate or pari passu to the rights of the Holders hereunder, the Company
shall not grant any registration rights to any other person or entity without
the prior written consent of the Initiating Holders, which consent shall not be
unreasonably withheld or delayed. 
Holders shall have the right to transfer or assign the rights contained
in this Agreement (i) to any limited partner or affiliate of a Holder in
connection with the transfer of any Registrable Securities, (ii) to any
third party transferee acquiring at least three percent (3%) of the shares of
Common Stock then outstanding on a fully-diluted basis, (iii) in the event
that the transferring or assigning Holder owns less than three percent (3%) of
the shares of Common Stock outstanding on a fully-diluted basis, to any thirty
party transferee acquiring all (but not less than all) of the Registrable
Securities held by such Holder, or (iv) to a Holder’s Family Members;
provided: (a) such transfer of Registrable Securities is permitted under
the Stockholders’ Agreement and applicable law, (b) the Company is, within
thirty (30) days after such transfer or as soon as practicable thereafter,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned; (c) such transferee or assignee agrees in writing to be
bound by and subject to the terms and conditions of this Agreement; and (d) such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act.


 


1.8.                            Information from Holder


 


It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended


 


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method of disposition of such securities as shall be
required to effect the registration of such Holder’s Registrable Securities.


 


1.9.                            Changes in Common Stock


 


If there is any change in the Common Stock by way of a
stock split, stock dividend, combination or reclassification, or through a
merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions hereof so that
the rights and privileges granted hereby shall continue with respect to the
Common Stock as so changed.


 


1.10.                     Rule 144 Reporting


 


With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use commercially reasonable efforts to:


 


(a)           Make
and keep public information available, as those terms are understood and
defined in SEC Rule 144 or any similar or analogous rule promulgated
under the Act, at all times after the effective date of the first registration
under the Act filed by the Company for an offering of its securities to the
general public;


 


(b)           File
with the SEC, in a timely manner, all reports and other documents required of
the Company under the Act and the Exchange Act; and


 


(c)           So
long as a Holder owns any Registrable Securities, furnish to such Holder
forthwith upon request:  a written
statement by the Company as to its compliance with the reporting requirements
of said Rule 144 of the Act, and of the Exchange Act (at any time after it
has become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the Company; and such other reports and documents
as a Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without
registration.


 


2.                                      DEFINITIONS


 


The capitalized terms contained in this Agreement
shall have the following meanings unless otherwise specifically defined:


 


13





















 


“Act”
shall mean the Securities Act of 1933, as amended.


 


“Agreement”
shall mean this Registration Rights Agreement.


 


“Business Day”
shall mean Monday through Friday and shall exclude any federal or bank holidays
observed in Baltimore, Maryland.


 


“Class B Common
Stock” shall mean the Class B Common Stock of the Company,
$.001 par value per share.


 


“Common Stock”
shall mean the Class A Common Stock of the Company, $.001 par value per
share.


 


“Company”
shall mean KP Sports, Inc., a Maryland corporation doing business as “Under
Armour Performance Apparel”, or any successor thereto.


 


“Company  Indemnified Persons” or “Company Indemnified Person” shall have the
meanings ascribed to those terms in Section 1.6.3.


 


“Equity Securities”
shall mean the Common Stock, the Series A Stock, the Class B Common
Stock and any other rights to subscribe for or to purchase, or any options for
the purchase of, Common Stock, any stock or security convertible into or
exchangeable for Common Stock or any stock, security or interest in the Company
whether or not convertible into or exchangeable for Common Stock.


 


“Existing
Stockholders” or “Existing
Stockholder” shall have the meaning ascribed to those terms in the
Preamble.


 


“Family Member”
shall mean, as applied to any individual, such individual’s spouse, child
(including stepchild or an adopted child), grandchildren, parent, grandparent,
brother or sister or any spouse of any of the foregoing, each trust, family
limited partnership, retirement plan or other similar estate planning vehicle
created for the exclusive benefit of any one or more of them.  “Family Member” shall also include any of
such persons with respect to the individual’s spouse.


 


“Holders”
or “Holder” shall have the meaning
ascribed to those terms in the Preamble.


 


14





















 


“Holder  Indemnified Persons” or “Holder Indemnified Person” shall have the
meanings ascribed to those terms in Section 1.6.3.


 


“Indemnified Person”
shall have the meaning ascribed to that term in Section 1.6.3.


 


“Indemnifying Person”
shall have the meaning ascribed to that term in Section 1.6.3.


 


“Initiating Holders”
shall mean Holders who in the aggregate beneficially own not less than 50% of
the shares of Common Stock issued or issuable upon the conversion of the Class B
Common Stock.


 


“Investors”
or “Investor” shall have the
meaning ascribed to those terms in the preamble.


 


“IPO”
shall mean the initial public offering of the Company’s Common Stock registered
under the Act.


 


“Purchase Agreement”
shall have the meaning ascribed to that term in the Recitals.


 


“Registrable
Securities” shall mean (i) shares of Common Stock issued upon
conversion of the Class B Common Stock, (ii) shares of Common Stock
held by the Existing Stockholders on the date hereof and (iii) any shares
of Common Stock issued as a distribution with respect to or in exchange for or
in replacement for any of the shares referred to in clauses (i) and (ii);
provided, however, that Registrable Securities shall not include any securities
that have been previously sold pursuant to a registration statement filed under
the Act or under Rule 144 promulgated under the Act, or which have otherwise
been transferred in a transaction in which the transferor’s rights under this
Agreement are not assigned, or, as to any Holder, all of such Holder’s
Registrable Securities if all such Registrable Securities are then eligible for
sale in a single transaction under Rule 144(k) promulgated under the Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Series A Stock”
shall have the meaning ascribed to that term in the Recitals.


 


15





















 


“Stockholders’
Agreement” shall mean the Stockholders’ Agreement among the Company
and other parties named therein, dated as of the date hereof.


 


3.              MISCELLANEOUS


 


3.1.                            Entire Agreement; Amendment


 


This Agreement constitutes the entire agreement among
the parties hereto with respect to the matters provided for herein, and it
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein. This Agreement may not be
amended without the written consent of: (i) the Company, (ii) the
Initiating Holders and (iii) the Holders who beneficially own at least a
majority of the outstanding Registrable Securities then held by all Holders.


 


3.2.                            Waiver


 


No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement or under any
other instruments given in connection with or pursuant to this Agreement shall
impair any such right, power or privilege or be construed as a waiver of any
default or any acquiescence therein.  No
single or partial exercise of any such right, power or privilege shall preclude
the further exercise of such right, power or privilege, or the exercise of any
other right, power or privilege.  No
waiver shall be valid against any party hereto unless made in writing and
signed by the party against whom enforcement of such waiver is sought and then
only to the extent expressly specified therein.


 


3.3.                            Termination


 


This Agreement shall forthwith become wholly void and
of no force and effect upon the earlier to occur of the following: (i) as
to any Holder (including any assignee of such Holder), at such time as the
Holder retains less than one percent (1%) of the Company’s outstanding Common
Stock (including Common Stock issuable upon conversion of the Class B
Common Stock) and all such Holder’s Registrable Securities are then eligible
for sale, during any ninety (90) day period, in a single transaction under Rule 144
promulgated under the Act (including the volume limitations thereunder), or (ii) five
(5) years from the closing of the Company’s IPO.


 


16





















 


3.4.                            No Third Party Beneficiaries


 


Except to the extent that the rights hereunder are
assigned in accordance with Section 1.7,
it is the explicit intention of the parties hereto that no person or entity
other than the parties hereto is or shall be entitled to bring any action to
enforce any provision of this Agreement against any of the parties hereto, and
the covenants, undertakings and agreements set forth in this Agreement shall be
solely for the benefit of, and shall be enforceable only by, the parties hereto
or their respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.


 


3.5.                            Binding Effect


 


This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, heirs,
executors, administrators, legal representatives and permitted assigns.


 


3.6.                            Governing Law; Exclusive
Jurisdiction


 


This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Maryland
(excluding the choice of law rules thereof).  Any legal action or proceeding against the
parties with respect to this Agreement shall be brought and enforced in the
state court located in Baltimore City, Maryland or the federal District Court
for the State of Maryland located in Baltimore City, Maryland, and any
appellate courts from thereof, and by execution and delivery of this Agreement,
each of the parties hereby irrevocably accepts for itself and in respect of its
property, generally, irrevocably and unconditionally, the exclusive
jurisdiction of the aforesaid courts. 
Each of the parties agrees that a judgment, after exhaustion of all
available appeals, in any such action or proceedings shall be conclusive and
binding upon them, and may be enforced in any other jurisdiction by a suit upon
such judgment, a certified copy of which shall be conclusive evidence of such
judgment.  Each of the parties hereby
waives irrevocably, to the fullest extent permitted by law, any objection to
the laying of venue in Baltimore City, Maryland or any claim of inconvenient
forum in respect of any such action in Baltimore City, Maryland to which it
might otherwise now or hereafter be entitled in any actions arising out of or
based on this Agreement.  Each party to
this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 3.7.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


17





















 


3.7.                            Notices


 


All notices, demands, requests, or other
communications which may be or are required to be given, served, or sent by any
party to any other party pursuant to this Agreement shall be in writing and
shall be hand-delivered, sent by overnight courier or mailed by first-class,
registered or certified mail, return receipt requested, postage prepaid, or
transmitted by telecopy, addressed as follows:


 


(i)            If
to the Company:


 


KP Sports, Inc.


1020 Hull Street, 3rd Floor


Baltimore, MD 21230


Telecopy No.: (410) 234-9824


Attention:  J.
Scott Plank


 


with a copy (which shall not constitute notice) to:


 


Hogan & Hartson L.L.P.


111 S. Calvert Street, Suite 1600


Baltimore, MD 21202


Telecopy No.: (410) 539-6981


Attention: 
Lawrence R. Seidman


 


(ii)                                  If
to either or both of the Investors:


 


Rosewood Capital


One Maritime Plaza, Suite 1330


San Francisco, California  94111


Telecopy No.: (415) 362-1192


Attention:


 


with a copy (which shall not constitute notice) to:


 


Alston & Bird L.L.P.


One Atlantic Center


Atlanta, GA 30309-3424


Telecopy No.: (404) 253-8394


Attention:  W.
Thomas Carter, III


 


If to the other Holders, then to the names and
addresses set forth on the books and records of the Company


 


18





















 


Each party may designate
by notice in writing a new address to which any notice, demand, request or
communication may thereafter be so given, served or sent.  Each notice, demand, request, or
communication which shall be hand-delivered, mailed, transmitted or telecopied
in the manner described above, shall be deemed sufficiently given, served,
sent, received or delivered for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt, or (with respect
to a telecopy) the answerback or confirmation being deemed conclusive, but not
exclusive, evidence of such delivery) or at such time as delivery is refused by
the addressee upon presentation.


 


3.8.                            Execution in Counterparts;
Facsimile Signatures


 


To facilitate execution, this Agreement may be
executed in as many counterparts as may be required.  It shall not be necessary that the signatures
of, or on behalf of, each party, or that the signatures of all persons required
to bind any party, appear on each counterpart; but it shall be sufficient that
the signature of, or on behalf of, each party, or that the signatures of the
persons required to bind any party, appear on one or more of the
counterparts.  All counterparts shall
collectively constitute a single agreement. 
It shall not be necessary in making proof of this Agreement to produce
or account for more than a number of counterparts containing the respective
signatures of, or on behalf of, all of the parties hereto.  This Agreement may be executed by facsimile
signatures.


 


3.9.                            Severability


 


If any part of any provision of this Agreement shall
be invalid or unenforceable in any respect, such part shall be ineffective to
the extent of such invalidity or unenforceability only, without in any way
affecting the remaining parts of such provision or the remaining provisions of
this Agreement.


 


3.10.                     Headings


 


Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.


 


 


[Remainder of page intentionally
left blank]


 


19





















 


 


IN WITNESS WHEREOF, the undersigned have duly executed
this Agreement, or have caused this Agreement to be duly executed on their
behalf, as of the day and year first hereinabove set forth.


 


	
   

  	
  KP SPORTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin
  A. Plank

  	
   

  
	
   

  	
  Name: Kevin A. Plank

  	
   

  
	
   

  	
  Title: President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE HOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  ROSEWOOD CAPITAL IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Rosewood Capital Associates IV, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Byron K. Adams, Jr.

  	
   

  
	
   

  	
  Name: Byron K. Adams,
  Jr.

  
	
   

  	
  Title: Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  ROSEWOOD
  CAPITAL IV ASSOCIATES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Rosewood Capital Associates IV, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Byron
  K. Adams, Jr.

  	
   

  
	
   

  	
  Name: Byron K. Adams,
  Jr.

  
	
   

  	
  Title: Managing
  Member

  
													



 


20





















 


	
  [Signature Page to Registration Rights
  Agreement]

  
	
   

  	
   

  	
   

  
	
   

  	
  THE EXISTING STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kevin A. Plank

  	
   

  
	
   

  	
  Kevin Plank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLANK INVESTMENTS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jayne H. Plank, General Partner

  	
   

  
	
   

  	
  Name: Jayne Plank

  
	
   

  	
  Title: General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ J.
  Scott Plank

  	
   

  
	
   

  	
  J. Scott Plank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ryan
  Wood

  	
   

  
	
   

  	
  Ryan Wood

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kip
  Fulks

  	
   

  
	
   

  	
  Kip Fulks

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stuart
  Plank

  	
   

  
	
   

  	
  Stuart Plank

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ray
  Bank

  	
   

  
	
   

  	
  Ray Bank

  



 


21





















 


[Signature Page to Registration Rights Agreement]


 


22





















 


TABLE OF CONTENTS


 


	
  1.

  	
  REGISTRATION RIGHTS

  	
   

  
	
   

  	
  1.1.

  	
  Demand Registration Rights
  of Initiating Holders

  	
   

  
	
   

  	
   

  	
  1.1.1.

  	
  Request

  	
   

  
	
   

  	
   

  	
  1.1.2.

  	
  Demand Procedures

  	
   

  
	
   

  	
   

  	
  1.1.3.

  	
  Delay by Company

  	
   

  
	
   

  	
   

  	
  1.1.4.

  	
  Reduction

  	
   

  
	
   

  	
   

  	
  1.1.5.

  	
  Withdrawal

  	
   

  
	
   

  	
  1.2.

  	
  Piggyback Registration Rights

  	
   

  
	
   

  	
   

  	
  1.2.1.

  	
  Request

  	
   

  
	
   

  	
   

  	
  1.2.2.

  	
  Reduction

  	
   

  
	
   

  	
  1.3.

  	
  Registration on Form S-3

  	
   

  
	
   

  	
  1.4.

  	
  Registration Procedures

  	
   

  
	
   

  	
  1.5.

  	
  Holdback Agreement

  	
   

  
	
   

  	
  1.6.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
  1.6.1.

  	
  Holder Expenses

  	
   

  
	
   

  	
   

  	
  1.6.2.

  	
  Company Expenses

  	
   

  
	
   

  	
   

  	
  1.6.3.

  	
  Indemnity and Contribution

  	
   

  
	
   

  	
  1.7.

  	
  Grant and Transfer of
  Registration Rights

  	
   

  
	
   

  	
  1.8.

  	
  Information from Holder

  	
   

  
	
   

  	
  1.9.

  	
  Changes in Common Stock

  	
   

  
	
   

  	
  1.10.

  	
  Rule 144 Reporting

  	
   

  
	
  2.

  	
  DEFINITIONS

  	
   

  
	
  3.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  3.1.

  	
  Entire Agreement; Amendment

  	
   

  
	
   

  	
  3.2.

  	
  Waiver

  	
   

  
	
   

  	
  3.3.

  	
  Termination

  	
   

  
	
   

  	
  3.4.

  	
  No Third Party Beneficiaries

  	
   

  
	
   

  	
  3.5.

  	
  Binding Effect

  	
   

  
	
   

  	
  3.6.

  	
  Governing Law;
  Exclusive Jurisdiction

  	
   

  
	
   

  	
  3.7.

  	
  Notices

  	
   

  
	
   

  	
  3.8.

  	
  Execution in Counterparts;
  Facsimile Signatures

  	
   

  
	
   

  	
  3.9.

  	
  Severability

  	
   

  
	
   

  	
  3.10.

  	
  Headings