ContractSkullcandy, Inc. • January 28th, 2011 • New York
The obligations evidenced by this instrument are subordinated to the prior payment in full of the Senior Obligations (as defined in the Subordination Agreement hereinafter referred to) pursuant to, and to the extent provided in, the Subordination Agreement, dated as of December , 2008 (as amended, restated or otherwise modified from time to time, the “Subordination Agreement”), made by the Subordinated Agent, each Subordinated Creditor and the Obligors referred to therein in favor of Wells Fargo Foothill, LLC, as Agent, all as referred to in such Subordination Agreement.
INTERNATIONAL DISTRIBUTION AGREEMENT EXCLUSIVE DISTRIBUTOR WITH MINIMUM PURCHASESDistribution Agreement • January 28th, 2011 • Skullcandy, Inc. • Utah
- 2008 and beyond: Metric shall be established based on prior year’s sales for Company globally (defined as the sales markets of the USA, Canada, Australia, Japan and South Korea aggregated annually), excluding Distributor’s sales, and applied to Europe’s minimum purchases requirement for the following year. E.g. If global sales (minus European sales) in 2007 for Company Products increase by 50%, then Distributor’s purchases minimum must also increase by 50% in the subsequent year (2008).
SECURITY HOLDERS AGREEMENTSecurity Holders Agreement • January 28th, 2011 • Skullcandy, Inc. • Delaware
This Security Holders Agreement (as amended, restated and modified from time to time, this “Agreement”), dated as of November 28, 2008, is by and among (i) Skullcandy, Inc., a Delaware corporation (the “Company”), (ii) the holders of Common Stock, Series A Preferred Stock and Series B Preferred Stock identified on Exhibit A attached hereto (the “Prior Stockholders”), (iii) Goode Skullcandy Holdings LLC, a Delaware limited liability company (“Goode”), and (iv) any other Person that from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit B (a “Joinder Agreement”). Capitalized terms used in this Agreement have the meanings ascribed to them in Article I.
EMPLOYMENT AND NON-COMPETE AGREEMENTEmployment and Non-Compete Agreement • January 28th, 2011 • Skullcandy, Inc. • Delaware
Employment and Non-Compete Agreement, dated as of November 28, 2008 (this “Agreement”), between Skullcandy, Inc., a Delaware corporation (the “Company”), and Jeremy Andrus, an individual with a principal place of residence located at 2681 S. Chadwick Street, Salt Lake City, Utah 84106 (“Executive”).
SKULLCANDY, INC.Stock Option Agreement • January 28th, 2011 • Skullcandy, Inc. • Utah
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS ADMINISTRATIVE AGENT) AND UPS CAPITAL CORPORATION (AS LENDER AND FOREIGN COLLATERAL AGENT) WITH SKULLCANDY, INC. AND Each Person joined hereto as a borrower from...Security Agreement • January 28th, 2011 • Skullcandy, Inc. • New York
Revolving Credit and Security Agreement dated as of August 31, 2010 among SKULLCANDY, INC., a corporation organized under the laws of the State of Delaware (“Skullcandy”, together with each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”), UPS CAPITAL CORPORATION, a Delaware corporation (“UPSC”), as foreign collateral agent for the Lenders (in such capacity, the “Foreign Collateral Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for Lenders (in such capacity, the “Administrative Agent”).
LEASE ADDENDUM NO. 2Skullcandy, Inc. • January 28th, 2011
THIS LEASE ADDENDUM NO. 2 (“Addendum No. 2”) is made and executed as of this 21 day of July, 2010, by and between COTTONWOOD NEWPARK ONE, L. C., a Utah limited liability company (“Landlord”), and SKULLCANDY, INC., a Delaware corporation (“Tenant”), as an addendum to that certain Lease Agreement between Landlord and Tenant dated the 27t h day of August, 2007, as amended by that certain Lease Addendum No. 1 dated the 18th day of June, 2008 (collectively, the “Lease”). Landlord and Tenant are sometimes collectively referred to below as the “parties.”
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENTConvertible Promissory Note and Security Agreement • January 28th, 2011 • Skullcandy, Inc. • New York
This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 16, 2008, by and among Skullcandy, Inc., a Delaware corporation (the “Company”), and Goode Skullcandy Holdings LLC, as Holder and as Agent. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Note (as defined below).
AMENDMENT TO UNSECURED SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • January 28th, 2011 • Skullcandy, Inc. • New York
This AMENDMENT TO UNSECURED SUBORDINATED PROMISSORY NOTE (this “Amendment”) is made and entered into as of August 31, 2010, by and among Skullcandy, Inc., a Delaware corporation (the “Company”), and Richard P. Alden, as agent for itself and the Subordinated Creditors, acting at the direction of the Required Subordinated Lenders (such term and each other capitalized term used but not defined herein shall have the meaning given to such term in the Note (as defined below)).
LEASE ADDENDUM NO. 3Skullcandy, Inc. • January 28th, 2011
THIS LEASE ADDENDUM NO. 3 (“Addendum No. 3”) is made and executed as of this day 2 of September, 2010, by and between COTTONWOOD NEWPARK ONE, L.C., a Utah limited liability company (“Landlord”), and SKULLCANDY, INC., a Delaware corporation (“Tenant”), as an addendum to that certain Lease Agreement between Landlord and Tenant dated the 27th day of August, 2007, as amended by that certain Lease Addendum No. 1 dated the 18th day of June, 2008 and that certain Lease Addendum No. 2 dated the 21st day of July, 2010 (“Addendum No. 2”) (collectively, the “Lease”). Landlord and Tenant are sometimes collectively referred to below as the “parties.”
LEASE AGREEMENT BETWEEN COTTONWOOD NEWPARK ONE, L.C., as Landlord and SKULLCANDY, INC., as Tenant DATED AUGUST 27, 2007Lease Agreement • January 28th, 2011 • Skullcandy, Inc. • Utah
THIS LEASE AGREEMENT (the “Agreement”) is entered into as of the 27 day of August, 2007, between COTTONWOOD NEWPARK ONE, L.C., a Utah limited liability company, as Landlord, and SKULLCANDY, INC., a Delaware corporation, as Tenant.
LEASE ADDENDUM NO. 1Skullcandy, Inc. • January 28th, 2011
THIS LEASE ADDENDUM NO. 1 (“Addendum No. 1”) is made and executed as of this 18 day of June, 2008, by and between COTTONWOOD NEWPARK ONE, L.C., a Utah limited liability company (“Landlord”), and SKULLCANDY, INC., a Delaware corporation (“Tenant”), as an addendum to that certain Lease Agreement between Landlord and Tenant dated the 27th day of August, 2007, (the “Lease”). Landlord and Tenant are sometimes collectively referred to below as the “parties.”
ContractSkullcandy, Inc. • January 28th, 2011 • New York
THE OBLIGATIONS EVIDENCED BY THIS INSTRUMENT ARE UNSECURED OBLIGATIONS AND ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENTS HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF FEBRUARY 3, 2009 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “WELLS FARGO FOOTHILL SUBORDINATION AGREEMENT”), MADE BY THE SUBORDINATED AGENT (ON BEHALF OF ITSELF AND EACH SUBORDINATED CREDITOR) AND THE OBLIGORS REFERRED TO THEREIN IN FAVOR OF WELLS FARGO FOOTHILL, LLC, AS AGENT, ALL AS REFERRED TO IN THE WELLS FARGO FOOTHILL SUBORDINATION AGREEMENT, AND THE SUBORDINATION AGREEMENT, DATED AS OF FEBRUARY 3, 2009 (AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “GOODE SUBORDINATION AGREEMENT”), MADE BY THE SELLER REPRESENTATIVE (ON BEHALF OF ITSELF AND EACH SUBORDINATED CREDITOR) AND THE OBLIGORS REFERRED TO THEREIN IN FAVOR OF GOODE SKULLCANDY HOLDINGS
MODIFICATION AGREEMENTModification Agreement • January 28th, 2011 • Skullcandy, Inc.
This Modification Agreement is entered into as of December 31, 2010, by and between Goode Skullcandy Holdings LLC, a Delaware limited liability company (“Goode”) and Skullcandy, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • January 28th, 2011 • Skullcandy, Inc. • New York
This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of August 31, 2010, by and among Skullcandy, Inc., a Delaware corporation (the “Company”), and Goode Skullcandy Holdings LLC, as Holder (in such capacity, “Holder”) and as Agent (in such capacity, “Agent”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Note (as defined below).
SKULLCANDY, INC.Equity Incentive Plan • January 28th, 2011 • Skullcandy, Inc. • Utah
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
MASTER SERVICES AGREEMENTMaster Services Agreement • January 28th, 2011 • Skullcandy, Inc. • New York
UPS Supply Chain Solutions, Inc., a Delaware corporation with offices located at 12380 Morris Road, Alpharetta, Georgia 30005 (“SCS”) and Skullcandy, Inc., a Utah corporation with offices located at l441 W. Ute Boulevard, Suite 250, Park City, UT 84098 (“Customer”) (each a “Party” or in the aggregate “Parties”) hereby enter into this Master Services Agreement (“MSA”) effective July 16, 2010 (“Effective Date”).
