— ] Shares SKULLCANDY, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2011 • Skullcandy, Inc. • Household audio & video equipment • New York
Skullcandy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [ — ] shares of the common stock, $0.0001 par value per share of the Company (the “Firm Shares”), of which [ — ] shares are to be issued and sold by the Company and [ — ] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
ContractSubordination Agreement • June 1st, 2011 • Skullcandy, Inc. • Household audio & video equipment • 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.
