Under Armour in NFL Licensing and Warrant Deal

August 3, 2006

Cleary Gottlieb represented Under Armour, Inc. in connection with its issuance to National Football League Properties of warrants to purchase Under Armour common stock. The issuance to NFL Properties, a wholly-owned subsidiary of the National Football League, was in partial consideration for a license arrangement under which Under Armour became an authorized supplier of footwear to the NFL.

Under Armour issued warrants to purchase a total of 480,000 shares of its Class Common A stock at an exercise price of $36.99 per share. The warrants have a 12-year term and may not be transferred (other than to NFL member clubs or their controlling owners) or exercised until one year from the issue date, at which time 240,000 warrants may be exercised, with the remaining warrants becoming transferable and exercisable two years later. Under Armour also granted limited registration rights to the warrant holders.

Under Armour is a leading developer, marketer and distributor of branded performance products for men, women and youth. Under Armour’s moisture-wicking synthetic fabrics are designed using innovative techniques for wear in nearly every climate to provide a performance alternative to traditional natural fiber materials. Under Armour’s products are sold worldwide and are worn by professional, collegiate and Olympic teams and athletes, as well as by outdoor enthusiasts, elite tactical professionals and consumers with active lifestyles. Cleary Gottlieb represented Under Armour in its initial public offering in the fall of 2005 and in a registered secondary offering in the spring of this year.