AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of [DATE], 2016Merger Agreement • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of [DATE], 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).
Exhibit A [DATE], 2016 MRSK Hold Co. c/o Mill Road Capital Management LLC Greenwich, CT 06830 Attn: Mr. Thomas LynchCommitment Letter • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • 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.
SPONSOR GUARANTEE [DATE], 2016Sponsor Guarantee • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware
This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of Skullcandy, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, MRSK Hold Co., a Delaware corporation (“Parent”), and MRSL Merger Co., a Delaware corporation (“Acquisition Sub”).
