Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23November 19, 2016 2006 (the “Agreement”) ), by and among MRSK Hold Co.Actelion US Holding Company, a Delaware corporation (“Parent”), MRSL Merger Co.Curl Acquisition Subsidiary, Inc., a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition SubPurchaser”), and SkullcandyCoTherix, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A I shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Sub Purchaser to extend and/or amend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub Purchaser (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub Purchaser to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares that are validly tendered pursuant Shares, and (ii) may delay the acceptance for payment of or, subject to the Offer rules and not withdrawn regulations referred to in clause (i) above, the payment for, any tendered Company Shares, if immediately prior to the scheduled expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer : (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminatedterminated or any other antitrust, competition or merger control Consents reasonably necessary to permit Purchaser to accept for payment and pay for Company Shares pursuant to the Offer shall not have been received (or been deemed to have been received by virtue of the expiration or termination of any applicable waiting period) and the failure to obtain such other consents would reasonably be expected to have a Company Material Adverse Effect; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred exist and continue to existbe continuing:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions Section 2.1 of that certain Agreement and Plan of Merger, dated as of August 23September 13, 2016 2010 (the “Agreement”) by and among MRSK Hold Co.Hewlett-Packard Company, a Delaware corporation (“Parent”), MRSL Merger Co.Priam Acquisition Corporation, a Delaware corporation and a wholly-owned, direct wholly owned or indirect, subsidiary of Parent (“Acquisition Merger Sub”), and SkullcandyArcSight, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Merger Sub to extend and/or amend the Offer pursuant at any time in its sole discretion (subject to the terms and conditions of the Agreement), Acquisition Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, (ii) may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and (iii) may extend, terminate or amend the Offer, in each case, only Offer as to the extent provided by the AgreementCompany Shares not then paid for, in the event that, as of immediately that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 2.1(c) of the Agreement), (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminated; terminated and all approvals and actions of, filings with and notices to, required under the antitrust, competition or merger control laws of Austria and Germany relating to the transactions contemplated by the Agreement, shall not have been obtained, taken or made, (B) the Minimum Condition shall not have been satisfied; satisfied or (C) any of the following shall have occurred and continue to existoccurred:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions Section 1.1 of that certain Agreement and Plan of Merger, dated as of August July 23, 2016 2002 (the “Agreement”) by and among MRSK Hold Co.Synopsys, Inc., a Delaware corporation (“Parent”), MRSL Merger Co.Ferrite Acquisition Corp., a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition Merger Sub”), and Skullcandy, Inc.inSilicon Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations rights of Acquisition Merger Sub to extend and amend the Offer pursuant at any time in its sole discretion (subject to the terms and conditions of the Agreement), Acquisition Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to if by the expiration of the Offer, and Offer (as it may extend, terminate or amend the Offer, in each case, only be extended pursuant to the extent provided by Section 1.1(c) of the Agreement) (i) any applicable waiting period under the HSR Act has not expired or terminated, in (ii) the event Minimum Condition has not been satisfied, (iii) all necessary action has not been taken so that, effective as of immediately prior to the expiration Appointment Time, no shares of Company Exchangeable Preferred Stock will be issuable or outstanding, (iv) any and all of the Offer (A) any waiting period (and extensions thereof) applicable agreements listed on Schedule I to the transactions contemplated by this Agreement under the HSR Act shall Annex A have not have expired or been terminated; (B) , effective as of the Minimum Condition shall not have been satisfied; Appointment Time, or (Cv) any of the following events shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub Sub’s rights to extend and amend the Offer pursuant at any time in its sole discretion (subject to the terms and conditions provisions of the Merger Agreement), Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to the Sub’s obligation of Acquisition Sub to pay for or return tendered shares of Company Shares Capital Stock promptly after termination or withdrawal of the Offer)), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any Company Shares that are validly tendered pursuant to the Offer shares of Company Capital Stock if, there shall not have been validly tendered and not withdrawn prior to the expiration Expiration Date (1) that number of shares of Company Common Stock which, when added to any shares of Company Common Stock owned by Parent and Sub, represents a majority of the issued and outstanding shares of Company Common Stock (assuming, for purposes of such calculation, the exercise or conversion of all vested “in the money” Company Options and “in the money” Company Warrants) and (2) 100% of the outstanding shares of Company Convertible Preferred Stock. Furthermore, notwithstanding any other provisions of the Offer, and may extendthe Sub shall not be required to accept for payment or pay for any validly tendered shares if, terminate or amend at the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer Expiration Date (Ai) any applicable waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement periods under the HSR Act shall have not have expired or been terminatedterminated prior to the termination of the Offer; (Bii) the Minimum Condition shall any clearances, permits, authorizations, consents or approvals sought by Parent or Sub under any applicable pre-merger notification laws or regulations of foreign jurisdictions have not have been satisfied; obtained, or (Ciii) any of the following events shall have occurred occur and continue to existbe continuing:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Merger Sub's obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after expiration or termination or withdrawal of the Offer)), to pay for any Company Shares that are validly tendered tendered, and may postpone the acceptance for payment or, subject to the restrictions referred to above, payment for any Shares tendered, and, subject to the terms of the Agreement, may amend or terminate the Offer (whether or not any Shares have theretofore been purchased or paid for pursuant to the Offer Offer) if (i) there shall not have been validly tendered and not withdrawn prior to the expiration time the Offer shall otherwise expire a number of Shares (together with any Shares then owned by Parent or any of its Subsidiaries) which constitutes a majority of the Offer, and may extend, terminate or amend Shares outstanding on a fully-diluted basis on the Offer, in each case, only to date of purchase (the extent provided by "Minimum Share Condition") ("on a fully-diluted basis" having the Agreement, in the event thatfollowing meaning, as of immediately prior any date: the number of Shares outstanding (excluding Shares held as treasury stock by Company or any of its Subsidiaries), together with the number of Shares Company is then required to the expiration of the Offer issue pursuant to obligations outstanding at that date under employee stock option or other benefit plans or otherwise other than unvested Options), (Aii) any applicable waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement periods under the HSR Act shall not have expired or been terminated; (B) terminated prior to the Minimum Condition shall not have been satisfied; expiration of the Offer, or (Ciii) if at any time on or after the date of the Agreement and before acceptance for payment of, or payment for, the Shares, any of the following events shall have occurred and continue to existremain in effect:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. The capitalized terms used in this Annex A have the meanings set forth in the attached Agreement, except that the phrase “the Agreement” shall be deemed to refer to the attached Agreement. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to the Purchaser’s obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any Company tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered Shares that are if (i) there shall not have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares representing (A) at least a majority of the Shares issued and outstanding (determined on a fully-diluted basis) as of the date the Shares are accepted for payment pursuant to the Offer and not withdrawn prior to the expiration (B) at least a majority of the Offershares of Company Common Stock, excluding shares of Company Common Stock owned by any Principal Stockholder, CMRT and may extendthe officers and directors of the Company, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, issued and outstanding as of immediately prior the date the Shares are accepted for payment pursuant to the expiration of the Offer (Acollectively, the “Minimum Tender Condition,”), (ii) any applicable waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; terminated prior to the expiration of the Offer, (Biii) the Minimum Condition shall European Commission has not have been satisfied; cleared the Transaction pursuant to Council Regulation n°139/2004, or (Civ) at any time on or after the date of the Agreement and prior to the expiration of the Offer, any of the following conditions shall have occurred exist and continue to existbe continuing as of the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions Section 1.1 of that certain Agreement and Plan of Merger, dated as of August 23September 4, 2016 2007 (the “Agreement”) by and among MRSK Hold Co.Cognos Incorporated, a Delaware Canadian corporation (“Parent”), MRSL Merger Co.Dimension Acquisition Corp., a Delaware Massachusetts corporation and a direct wholly an indirect wholly-owned subsidiary of Parent (“Acquisition Merger Sub”), and SkullcandyApplix, Inc., a Delaware Massachusetts corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A C shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Merger Sub to extend and/or amend the Offer pursuant at any time in its sole discretion (subject to the terms and conditions of the Agreement), Acquisition Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered shares of Company Shares Common Stock promptly after termination or withdrawal of the Offer)), pay for any tendered shares of Company Shares that are validly tendered pursuant Common Stock, (ii) may delay the acceptance for payment of or, subject to the Offer restriction referred to above, the payment for, any tendered shares of Company Common Stock and not withdrawn prior to the expiration of the Offer, and (iii) may extend, terminate or amend the Offer, in each case, only Offer as to the extent provided by the Agreementshares of Company Common Stock not then paid for, in the event that, as of that at or immediately prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 1.1(c) of the Agreement), (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement (including the Offer and the Merger) under the HSR Act or the Gesetz gegen Wettbewerbsbeschrankangun shall not have expired or been terminated; terminated and any necessary approvals thereunder shall not have been received, (B) the Minimum Condition shall not have been satisfied; satisfied or (C) any of the following shall have occurred and continue to existbe continuing:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August June 23, 2016 (the “Agreement”) by and among MRSK Hold Co.Incipio, LLC, a Delaware corporation limited liability company (“Parent”), MRSL Powder Merger Co.Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including without limitation, Rule 14e-1(c) promulgated under the Exchange Act (relating to the Purchaser's obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for, or may delay the acceptance for payment of or payment for, any Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offershares, and may extendor may, in its sole discretion, terminate or amend the OfferOffer as to any Shares not then paid for, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer if (Ai) any applicable waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated, (ii) the number of Shares validly tendered and not withdrawn when added to the Shares then beneficially owned by Parent does not constitute two-thirds of the Shares then outstanding; or (iii) on or after the date of the Merger Agreement and at or before the time of payment for the Shares, any of the following events shall occur and be continuing: (a) there shall have occurred and be continuing (1) any general suspension of trading in, or limitation on prices for, securities on the NYSE, (2) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory), (3) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States and having had or being reasonably likely to have a Material Adverse Effect or would restrain, prohibit or delay beyond the Final Termination Date the consummation of the Offer, (4) any limitation or proposed limitation (whether or not mandatory) by any Governmental Entity, or any other event, that materially adversely affects generally the extension of credit by banks or other financial institutions, (5) from the date of the Merger Agreement through the date of termination or expiration of the Offer, a decline of at least 25% in the Standard & Poor's 500 Index or (6) in the case of any of the situations described in clauses (1) through (5) inclusive, existing at the date of the Merger Agreement, a material acceleration, escalation or worsening thereof; (Bb) (i) the Minimum Condition representations and warranties of the Company set forth in the Merger Agreement shall not have been satisfied; true and correct in any material respect on the date of the Merger Agreement or (Cii) any the representations and warranties of the following Company set forth in the Merger Agreement shall not be true and correct in any respect as of the scheduled expiration date (as such date may be extended) of the Offer as though made on or as of such date or the Company shall have occurred breached or failed in any respect to perform or comply with any obligation, agreement or covenant required by the Merger Agreement to be performed or complied with by it except, in each case with respect to clause (ii), (x) for changes specifically permitted by the Merger Agreement and continue (y) (A) for those representations and warranties that address matters only as of a particular date which are true and correct as of such date or (B) where the failure of representations and warranties (without giving effect to exist:any limitation based on "materiality," "Material Adverse Effect" or words of similar effect set forth therein) to be true and correct, or the performance or compliance with such obligations, agreements or covenants, would not in the aggregate reasonably be expected to have a Material Adverse Effect; 36

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23September 2, 2016 2010 (the “Agreement”) by and among MRSK Hold Co.Hewlett-Packard Company, a Delaware corporation (“Parent”), MRSL Merger Co.Rio Acquisition Corporation, a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, 3PAR Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in accordance with the terms of the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, Offer in the event that, as of immediately at or prior to the expiration of the Offer Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminatedterminated (the “Antitrust Approval”); (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of Capitalized terms used in this ANNEX I but not defined herein have the Offer, but subject meanings assigned to compliance with such terms in the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 Merger (the “Agreement”) by and among MRSK Hold Co., of which this ANNEX I is a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary part. Notwithstanding any other term of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant or the Agreement to the terms and conditions of the Agreementcontrary, Acquisition Merger Sub shall not be required to (and Parent shall not be required to cause Merger Sub to) accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to the Merger Sub’s obligation of Acquisition Sub to pay for or return tendered shares of Company Shares Class A Stock or Company Class B Stock promptly after the termination or withdrawal of the Offer)), to pay for any shares of Company Shares that are validly Class A Stock or Company Class B Stock tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extenddelay the acceptance for payment of or, terminate subject to any applicable rules and regulations of the SEC, the payment for, any tendered shares of Company Class A Stock or amend the OfferCompany Class B Stock, in each case, only and (subject to the extent provided by provisions of the Agreement, ) may terminate the Offer and not accept for payment any tendered shares of Company Class A Stock or Company Class B Stock: (i) if the Agreement has been terminated in the event that, as of immediately prior to the expiration accordance with Section 8.1 of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfiedAgreement; or (Cii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1(d) of the Agreement), if (x) the condition set forth in clause (a) below has not been satisfied at the Expiration Time or (y) any of the following additional conditions set forth below shall have occurred and continue to existnot be satisfied or waived in writing by Parent (on behalf of the Buyer Parties) at the Expiration Time:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23July 14, 2016 2015 (the “Agreement”) by and among MRSK Hold Co.Celgene Corporation, a Delaware corporation (“Parent”), MRSL Merger Co.Strix Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and SkullcandyReceptos, Inc., Inc. a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer Expiration Time (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions Section 2.1 of that certain Agreement and Plan of Merger, dated as of August 23February 7, 2016 2007 (the “Agreement”) by and among MRSK Hold Co.Polycom, Inc., a Delaware corporation (“Parent”), MRSL Merger Co.Spyglass Acquisition Corp., a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition Merger Sub”), and Skullcandy, Inc.SpectraLink Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Merger Sub to extend and/or amend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares that are validly tendered pursuant and (ii) may delay the acceptance for payment of or, subject to the Offer and not withdrawn prior restriction referred to above, the expiration of the Offerpayment for, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreementany tendered Company Shares, in the event that, as of immediately that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 2.1(c) of the Agreement) if: (A) (x) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminated; terminated and (y) all other antitrust, competition or merger control consents reasonably deemed necessary by Parent to consummate the transactions contemplated by the Agreement (including the Offer and the Merger) shall not have been received (or been deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to Parent, (B) the Minimum Condition shall not have been satisfied; , or (C) any of the following shall have occurred and continue to existoccurred:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 2319, 2016 2020 (the “Agreement”) ), by and among MRSK Hold Co.JXXXXXX & JXXXXXX, a Delaware New Jersey corporation (“Parent”), MRSL Merger Co.VIGOR SUB, INC., a Delaware corporation and a direct wholly owned subsidiary Subsidiary of Parent (“Acquisition Merger Sub”), and SkullcandyMOMENTA PHARMACEUTICALS, Inc.INC., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Merger Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the OfferExpiration Time, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration of the Offer Expiration Time (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement under the HSR Act shall not have expired or been terminatedterminated or there shall be in effect any voluntary agreement between Parent and the Company on the one hand, and the FTC or the DOJ, on the other hand, pursuant to which Parent and the Company have agreed not to consummate the Offer or the Merger; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Sub's obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after expiration or termination or withdrawal of the Offer)), to pay for any Company Shares that are tendered, and may postpone the acceptance for payment or, subject to the restriction referred to above, payment for any Shares tendered, and, subject to the terms of this Merger Agreement, may amend or terminate the Offer, if, before acceptance for payment of such Shares (whether or not any Shares have theretofore been purchased or paid for), (i) there have not been validly tendered pursuant to the Offer and not withdrawn prior to the expiration time the Offer shall otherwise expire a number of Shares which constitutes two-thirds of the Offer, and may extend, terminate or amend Shares outstanding on a fully-diluted basis on the Offer, in each case, only to date of purchase ("on a fully-diluted basis" having the extent provided by the Agreement, in the event thatmeaning, as of immediately prior any date: the number of Shares outstanding, together with Shares the Company is then required to issue pursuant to obligations outstanding at that date under employee stock option or other benefit plans or otherwise) or (ii) all material regulatory and related approvals have not been obtained or made on terms reasonably satisfactory to Sub and the Company shall have obtained all consents marked with an asterisk on Schedule 4.1(c) to the expiration of the Offer Merger Agreement on terms reasonably satisfactory to Sub; (Aiii) any applicable waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement periods under the HSR Act shall not have expired or been terminated; (B) terminated prior to the Minimum Condition shall not have been satisfied; expiration of the Offer or (Civ) at any time on or after the date of the Merger Agreement and before acceptance for payment of, or payment for, such Shares any of the following events shall have occurred and continue to existoccur:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23October 10, 2016 2011 (the “Agreement”) by and among MRSK Hold Co.ARRIS Group, Inc., a Delaware corporation (“Parent”), MRSL Merger Co.Amsterdam Acquisition Sub, Inc., a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition Sub”), and SkullcandyBigBand Networks, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend extend, terminate or modify the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, Offer in the event that, as of immediately at or prior to the expiration of the Offer Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23July 25, 2016 2006 (the “Agreement”) by and among MRSK Hold Co.Hewlett-Packard Company, a Delaware corporation (“Parent”), MRSL Merger Co.Mars Landing Corporation, a Delaware corporation and a direct wholly wholly-owned subsidiary of Parent (“Acquisition Merger Sub”), and Skullcandy, Inc.Mercury Interactive Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Merger Sub to extend and/or amend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Merger Sub (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares that are validly tendered pursuant Shares, and (ii) may delay the acceptance for payment of or, subject to the Offer and not withdrawn prior restriction referred to above, the expiration of the Offerpayment for, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreementany tendered Company Shares, in the event that, as of immediately that at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 2.1(c) of the Agreement): (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement (including the Offer and the Merger) under the HSR Act shall not have expired or been terminatedterminated and any other material antitrust, competition or merger control consents reasonably deemed necessary, appropriate or desirable by Parent shall not have been received (or been deemed to have been received by virtue of the expiration or termination of any applicable waiting period), either unconditionally or on terms reasonably satisfactory to Parent; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to existoccurred:

CONDITIONS TO THE OFFER. Notwithstanding any other provision terms or provisions of the Offer or the Merger Agreement, Purchaser will not be obligated to irrevocably accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to purchase or return the tendered Shares promptly after termination or withdrawal of the Offer), purchase any Shares validly tendered (and not validly withdrawn prior to the expiration time of the Offer) pursuant to the Offer (and not theretofore accepted for payment or paid for), unless (i) there have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its controlled Affiliates (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received), represent one more Share than 50% of the sum of (x) the total number of Shares outstanding at the time of the expiration of the Offer, plus (y) the aggregate number of Shares then issuable to optionholders from which the Company has received notices of exercise prior to the expiration of the Offer (and as to which such Shares have not yet been issued to such exercising optionholders) (such condition, the “Minimum Condition”) and (ii) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act or other applicable antitrust laws shall have expired or been terminated In addition and notwithstanding any other provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Mergerset forth in the Merger Agreement, dated as of August 23, 2016 (the “Agreement”) 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”)Purchaser will not be required to, and Skullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall Parent will not be required to cause Purchaser to, irrevocably accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Purchaser’s obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for purchase any Company Shares that are validly tendered pursuant to the Offer (and not validly withdrawn prior to the expiration time of the Offer) pursuant to the Offer (and not theretofore accepted for purchase) if at any time on or after the date of the commencement of the Offer and prior to the expiration time of the Offer, any of the following events shall have occurred and may extend, terminate or amend be continuing at the expiration time of the Offer: • the Merger Agreement has been terminated in accordance with its terms; • any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law that is in effect and restrains, enjoins or otherwise prohibits, or issued a final and nonappealable order, or taken any other action, that is in effect and permanently restrains, enjoins or otherwise prohibits, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration consummation of the Offer (A) any waiting period (and extensions thereof) applicable to Offer, the Merger or the other transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:Merger Agreement;

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23May 17, 2016 2015 (the “Agreement”) by and among MRSK Hold Co.BCP IV GrafTech Holdings LP, a Delaware corporation limited partnership (“Parent”), MRSL Merger Co.Athena Acquisition Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc.GrafTech International Ltd., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub Parent to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub Parent shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub Parent to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, Offer in the event that, as of immediately at or prior to the expiration of the Offer Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) any waiting periods, clearances, approvals and/or consents applicable to the transactions contemplated by the Agreement under the Antitrust Laws of the jurisdictions set forth in Section 4.5 of the Company Disclosure Letter shall not have expired, been terminated or been obtained; (C) the Minimum Condition shall not have been satisfied; or (CD) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of Capitalized terms used in this ANNEX I but not defined herein have the Offer, but subject meanings assigned to compliance with such terms in the terms Amended and conditions of that certain Restated Agreement and Plan of Merger, dated as of August 23, 2016 Merger (the “Agreement”) by and among MRSK Hold Co., of which this ANNEX I is a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary part. Notwithstanding any other term of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant or the Agreement to the terms and conditions of the Agreementcontrary, Acquisition Merger Sub I shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c14e-l(c) promulgated under the Exchange Act (relating to the Merger Sub I’s obligation of Acquisition Sub to pay for or return tendered shares of Company Shares Common Stock, Company Class B Stock or Company Class C Stock promptly after the termination or withdrawal of the Offer)), to pay for any shares of Company Shares that are validly Common Stock, Company Class B Stock or Company Class C Stock tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer, and may extenddelay the acceptance for payment of or, terminate subject to any applicable rules and regulations of the SEC, the payment for, any tendered shares of Company Common Stock, Company Class B Stock or amend the OfferCompany Class C Stock, in each case, only and (subject to the extent provided by provisions of the Agreement) may terminate the Offer and not accept for payment any tendered shares of Company Common Stock, Company Class B Stock or Company Class C Stock: (i) if the Agreement has been terminated in the event that, as of immediately prior to the expiration accordance with Section 8.1 of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfiedAgreement; or (Cii) at any scheduled Expiration Date (as it may have been extended pursuant to Section 2.1(d) of the Agreement), if (x) the conditions set forth in clauses (a) and (b) below have not been satisfied at the Expiration Time or (y) any of the following additional conditions set forth below shall have occurred and continue to existnot be satisfied or waived in writing by Parent I (on behalf of the Buyer Parties) at the Expiration Time:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Series A Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23, 2016 (the “Agreement”) 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”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall Lyonx xxxll not be required to accept for payment or pay for any tendered shares of Series A Common Stock and may terminate or, subject to any applicable rules and regulations the terms of the SEC Agreement, amend the Series A Offer, if (including Rule 14e-1(ci) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are there shall not be validly tendered pursuant to the Offer and not properly withdrawn prior to the expiration date for the Series A Offer (the "Expiration Date") that number of shares of Series A Common Stock which, when added to (x) the number of shares of Common Stock owned by Seller, the Lyonx xxx their affiliates as of the Offerdate of such test (exclusive of the shares underlying the stock options to be cancelled as contemplated in Section 16.14 of the Agreement), and may extend, terminate or amend (y) the Offer, in number of shares of Common Stock held by each case, only of the Series B Shareholders which such holders are legally obligated to sell to Seller pursuant to the extent provided by the Agreement, Series B Purchase Agreements (including pursuant to Seller's option to purchase additional shares of Series B Common Stock in the event thatof an undersubscribed Series A Offer), as would aggregate at least 45% of immediately the outstanding number of shares of Common Stock (the "Minimum Condition"); (ii) the Acquisition has not been consummated in accordance with the terms of the Agreement; (iii) the stockholders of Presxxx-Xxx. shall not have approved the Merger by the requisite vote at the Stockholders' Meeting; or (iv) at any time on or after the date of the Agreement and prior to the expiration time of the Offer (A) payment for any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) shares of Common Stock, any of the following events (each, an "Event") shall have occurred and continue to existbe continuing as of the Expiration Date:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 23July 20, 2016 (the “Agreement”) by and among MRSK Hold Co.Galenica AG, a Delaware corporation public limited company existing under the laws of Switzerland (“Parent”), MRSL Merger Co.Vifor Pharma USA Inc., a Delaware corporation and a direct an indirect wholly owned subsidiary of Parent (“Acquisition Merger Sub”), and SkullcandyRelypsa, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Acquisition Merger Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, Offer in the event that, as of immediately prior to the expiration of the Offer Expiration Time (A) the Minimum Condition has not been satisfied, (B) any waiting period (and extensions thereof) applicable to the transactions contemplated by this the Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; , or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision terms or provisions of the Offer or the Merger Agreement, Purchaser will not be obligated to irrevocably accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser’s obligation to purchase or return the tendered Shares promptly after termination or withdrawal of the Offer), purchase any Shares validly tendered (and not validly withdrawn prior to the expiration time of the Offer) pursuant to the Offer (and not theretofore accepted for payment or paid for), unless there have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Parent and its controlled Affiliates (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received), represent at least a majority of the Shares then outstanding at the time of the expiration of the Offer (such condition, the “Minimum Condition”) In addition and notwithstanding any other provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Mergerset forth in the Merger Agreement, dated as of August 23, 2016 (the “Agreement”) 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”)Purchaser will not be required to, and Skullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the obligations of Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall Parent will not be required to cause Purchaser to, irrevocably accept for payment or, subject to any applicable rules and regulations of the SEC (SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Purchaser’s obligation of Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for purchase any Company Shares that are validly tendered pursuant to the Offer (and not validly withdrawn prior to the expiration time of the Offer) pursuant to the Offer (and not theretofore accepted for purchase) if at any time on or after the date of the commencement of the Offer and prior to the expiration time Table of Contents of the Offer, any of the following events shall have occurred and may extend, terminate or amend be continuing at the expiration time of the Offer: • the Merger Agreement has been terminated in accordance with its terms; • any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law that is in effect and restrains, enjoins or otherwise prohibits, or issued an order, whether temporary, preliminary, or permanent, or taken any other action, that makes illegal, enjoins or otherwise prohibits, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the expiration consummation of the Offer (A) any waiting period (and extensions thereof) applicable to or the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition shall not have been satisfied; or (C) any of the following shall have occurred and continue to exist:Merger;