Heelys, Inc. – Indentures Watch

from S-8 2 pages Amendment No. 2 to the Heelys, Inc. 2006 Stock Incentive Plan

from S-1/A 3 pages [Face of Certificate] Common Stock H [Logo] Heelys, Inc. Incorporated Under the Laws of the State of Delaware Common Stock See Reverse for Certain Definitions Cusip to Come This Is to Certify That Is the Owner of Fully Paid and Non-Assessable Shares of Heelys, Inc. Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. Witness, the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: [Signature] Secretary and Treasurer [Seal] [Signature] President and Chief Executive Officer Countersigned and Registered: American Stock Transfer & Trust Company (New York, N.Y.) Transfer Agent and Registrar, by Authorized Signature [Reverse of Certificate] Heelys, Inc. the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: Ten Com—as Tenants in Common Ten Ent—as Tenants by the Entireties Jt Ten—as Joint Tenants With Right of Survivorship and Not as Tenants in Common