any of BRPA’s Representatives receives any inquiry, proposal, offer or submission with respect to a BRPA Competing Transaction (including the identity of the Person making such inquiry or submitting such proposal, offer or submission), after the execution and delivery of this Agreement, and will provide the Company with a copy of such inquiry, proposal, offer or submission.

Mill Road Capital Management LLC and its affiliated funds (“Mill Road”) are pleased to present this proposal (the “Proposal”) to acquire Skullcandy, Inc. (the “Company”), which differs from Mill Road’s proposal of yesterday in that this Proposal provides the Company with greater security that a closing with Mill Road will occur. Specifically, Mill Road is willing to provide to the Company in escrow its and its affiliates’ signatures to the Merger Agreement and related documents, as described below. Additionally, we highlight to the Board that our price is higher than the price in the Existing Merger Agreement (as defined below) by 15 cents per share. The terms of our Proposal are as follows:

the Shareholder shall promptly notify the Parent and the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Shareholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal for the Company, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary in connection with an Acquisition Proposal for the Company, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;

Except as otherwise specifically provided in this Agreement, if any Party desires to propose the conduct of an operation that will conflict with an existing proposal for an Exclusive Operation, such Party shall have the right exercisable for ten (10) Days (or twenty-four (24) hours for Urgent Operational Matters) from receipt of the proposal for the Exclusive Operation, to deliver such Party’s alternative proposal to all Parties entitled to participate in the proposed operation. Such alternative proposal shall contain the information required under clause 7.2(a).

In addition to the other obligations under this [Section 6.6], the Company and each Equity Sponsor shall promptly (and in any event within two (2) Business Days after receipt thereof by the Company, any Subsidiary thereof, Equity Sponsor or their respective representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, and the material terms and conditions of such request, Acquisition Proposal or inquiry.

Acquisition Proposal [Section 6.6(a)]

Applicability of Standard Terms and Conditions. If any projects or Services are commenced by WuXi ATU for Graphite under a proposal governed by WuXi ATU’s terms and conditions prior to the execution of this Agreement, upon execution of this Agreement, the proposal will become a Work Order under this Agreement and the terms contained herein will supersede and replace the terms and conditions governing the proposal.

“Superior Proposal” means a bona fide written Acquisition Proposal that the ​ Board determines in its good faith business judgment (after consultation with outside legal counsel and its financial advisor) is more favorable from a financial point of view to the holders of ​ Common Stock than the transactions contemplated by this Agreement, taking into account # all financial considerations, # the identity of the third party making such Acquisition Proposal, # the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Acquisition Proposal, # the other terms and conditions of such Acquisition Proposal and the implications thereof on ​, including relevant legal, regulatory and other aspects of such Acquisition Proposal deemed relevant by the ​ Board and # any revisions to the terms of this Agreement and the Merger proposed by the Bank during the Notice Period set forth in Section 6.1(b).

In addition to the obligations of Cafesa set forth in paragraphs # of this Section 4.2, Cafesa shall immediately advise JKDG orally and in writing of any request for information or of any Cafesa Takeover Proposal, the material terms and conditions of such request or Cafesa Takeover Proposal and the identity of the person making such request or Cafesa Takeover Proposal. Cafesa will keep JKDG reasonably informed of the status and details (including amendments or proposed amendments) of any such request or Cafesa Takeover Proposal. JKDG shall treat any information it receives from Cafesa pursuant to this section as confidential information.

“Proposal” has the meaning specified in Section 6.13.