SPONSOR GUARANTEE AUGUST 23, 2016Sponsor Guarantee • September 1st, 2016 • MRSL Merger Co. • 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”).
SPONSOR GUARANTEE Between DRYSHIPS INC. as Guarantor DEUTSCHE BANK LUXEMBOURG S.A. as Facility Agent for itself and on behalf of various financial institutions as Lenders and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as Security Trustee ALLEN &...Sponsor Guarantee • March 22nd, 2013 • Ocean Rig UDW Inc. • Drilling oil & gas wells • England and Wales
Clause Page 1 Interpretation 1 2 Effectiveness 2 3 Guarantee and indemnity 2 4 Nature of a Finance Party’s obligations 4 5 Taxes 5 6 Payments 7 7 Representations and warranties 8 8 Undertakings 10 9 The Administrative Parties 13 10 Evidence and calculations 13 11 Indemnities 13 12 Amendments and waivers 14 13 Changes to the Parties 14 14 Disclosure of information 15 15 Set-off 15 16 Pro rata sharing 16 17 Severability 17 18 Counterparts 17 19 Notices 17 20 Expenses 18 21 Language 19 22 Governing law 19 23 Enforcement 19 24 Miscellaneous 20 Schedules 1. Original Lenders 21 Signatories 22
SPONSOR GUARANTEE May 9, 2010Sponsor Guarantee • May 11th, 2010 • Rubios Restaurants Inc • Retail-eating places • Delaware
This Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road, L.P., a Delaware limited partnership (the “Guarantor”), in favor and for the benefit of Rubio’s Restarants, Inc. (the “Company”).
SPONSOR GUARANTEE May 1, 2014Sponsor Guarantee • May 2nd, 2014 • Barry R G Corp /Oh/ • Footwear, (no rubber) • Ohio
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 R. G. Barry Corporation, an Ohio 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, MRGB Hold Co., a Delaware corporation (“Parent”), and MRVK Merger Co., an Ohio corporation (“Merger Sub”).
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”).
