AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 3rd, 2016 • Incipio, LLC • Household audio & video equipment
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of August 3, 2016, is made by and among Incipio, LLC, a Delaware limited liability company (“Parent”), Powder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
Clean Team Agreement May 24, 2016Clean Team Agreement • July 6th, 2016 • Incipio, LLC • Household audio & video equipment • New York
In connection with the evaluation of a possible business combination between Incipio, LLC (“Buyer”) and Skullcandy, Inc. (the “Company”), Buyer and the Company entered into a Confidentiality Agreement, dated as of April 6, 2016 (the “Confidentiality Agreement”). Capitalized terms used in this letter that are not otherwise defined shall have the meanings set forth in that Confidentiality Agreement.
Re: Confidentiality AgreementIncipio, LLC • July 6th, 2016 • Household audio & video equipment • New York
In connection with the consideration by Incipio, LLC (“you”) of a possible acquisition of all of the capital stock of (a “Possible Transaction”) Skullcandy, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with its subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “affiliates” has the meaning given to it under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The term “Representatives” (i) wi
August 2, 2016 Incipio Technologies, Inc. Irvine, California 92618 Incipio, LLC Irvine, CA 92618 Attn: Scott Akamine, General Counsel & Secretary Re: Acquisition of Skullcandy, Inc. Ladies and Gentlemen:Incipio, LLC • August 3rd, 2016 • Household audio & video equipment • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of June 23, 2016, as may be amended or modified with the consent of the Investor referred to below (the “Merger Agreement”), by and among by and among Incipio, LLC, a Delaware limited liability company (“Parent”), Powder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent to assist the Parent in increasing the Offer Price in the transactions contemplated by the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
