Common Contracts

Re: Commitment Letter for Acquisition of Skullcandy, Inc.

Merger Agreement • September 1st, 2016 • MRSL Merger Co. • Household audio & video equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  September 1st, 2016
• Company
  MRSL Merger Co.
• Industry
  Household audio & video equipment
• Jurisdiction
  Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub will commence a tender offer for the Company’s capital stock (the “Offer”), followed promptly by a merger of Acquisition Sub with and into the Company pursuant to Section 251(h) of the Delaware General Corporation Law (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

Re: Commitment Letter for Acquisition of Skullcandy, Inc.

Merger Agreement • August 15th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 15th, 2016
• Company
  Mill Road Capital II, L.P.
• Industry
  Household audio & video equipment
• Jurisdiction
  Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub will commence a tender offer for the Company’s capital stock (the “Offer”), followed promptly by a merger of Acquisition Sub with and into the Company pursuant to Section 251(h) of the Delaware General Corporation Law (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

Exhibit A [DATE], 2016 MRSK Hold Co. c/o Mill Road Capital Management LLC Greenwich, CT 06830 Attn: Mr. Thomas Lynch

Merger Agreement • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

• Contract Type
  Merger Agreement
• Filed
  July 25th, 2016
• Company
  Mill Road Capital II, L.P.
• Industry
  Household audio & video equipment
• Jurisdiction
  Delaware

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub will commence a tender offer for the Company’s capital stock (the “Offer”), followed promptly by a merger of Acquisition Sub with and into the Company pursuant to Section 251(h) of the Delaware General Corporation Law (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.