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”).
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.
