Casper Sleep (CSPR) PREM14APreliminary proxy related to merger

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Casper Sleep Inc. (“Casper” or the “Company”) to be held on [   ], 2022, at [   ], Eastern time. Casper will hold the Special Meeting virtually via the Internet at [   ]. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of November 14, 2021 (the “Merger Agreement”), by and among Marlin Parent, Inc., a Delaware corporation (“Parent”), Marlin Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Casper and (ii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Parent and Merger Sub are each subsidiaries of Durational Consumer SPV IV, LP (the “Durational Vehicle”), an investment vehicle managed by Durational Capital Management, LP (“Durational”), a U.S.-based private equity firm. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Casper and the separate corporate existence of Merger Sub will cease, with Casper continuing as the surviving corporation (the “Merger”) and a wholly-owned subsidiary of Parent.

If the Merger is completed, you will be entitled to receive $6.90 in cash, without interest, subject to applicable withholding taxes, for each share of Casper common stock that you own, unless you have properly exercised your appraisal rights.

The Board of Directors of Casper (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that it is in the best interests of Casper and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Casper, the performance by Casper of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that holders of Casper common stock adopt the Merger Agreement. The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

The accompanying proxy statement is dated [   ], 2021 and, together with the enclosed form of proxy card, is first being mailed on or about [   ], 2021.

Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Casper Sleep Inc., a Delaware corporation (“Casper” or the “Company”), will be held on [  ], 2022 at [  ], Eastern time. Casper will hold the Special Meeting virtually via the Internet at [  ]. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only holders of Casper common stock (“Casper Stockholders”) of record as of the close of business on [  ], 2021, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a Casper Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Casper common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

We recommend that stockholders vote by proxy even if they plan to participate in the online Special Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [    ]. In light of possible disruptions in mail service related to the novel coronavirus, or COVID-19 pandemic, we encourage stockholders to submit their proxy via the Internet or telephone. Stockholders of record may vote during the Special Meeting by visiting [    ] and entering the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at [    ] Eastern Time on [    ].

If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are held in “street name” and you would like to vote at the Special Meeting, you may visit [  ] and enter the 16-digit control number included in the voting instruction card provided to you by your bank or brokerage firm. If you hold your shares in “street name” and you did not receive a 16-digit control number, you may need to log in to your bank or brokerage firm’s website and select the stockholder communications mailbox to access the meeting and vote. Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm.

This communication, and any other communication or document referred to herein, contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company’s current expectations, estimates and projections, including about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, Parent, Merger Sub and Durational Capital Management LP, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to:

While the list of factors presented here is considered representative, such list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

All information provided in this proxy statement is as of the date hereof and the Company does not undertake any duty to update this information. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

You are receiving this proxy statement because our Board of Directors is soliciting your proxy to vote your shares at the Special Meeting with respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

The Special Meeting will be held on [     ], 2022 at [     ], Eastern time. Due to the possible public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, Casper will hold the special meeting virtually via the Internet at the Virtual Meeting Website. You will not be able to attend the Special Meeting physically in person.

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement; and (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only holders of record of our common stock at the close of business on the record date, which is [     ], 2021, will be entitled to notice of and to vote at the Special Meeting. As of the close of business on the record date, there were [     ] shares of our common stock outstanding and entitled to vote, held of record by approximately [     ] stockholders.

Pursuant to our bylaws, the holders of a majority of the voting power of the shares of Casper common stock issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Each of our stockholders is entitled to one vote for each outstanding share of Casper common stock held as of the record date on each matter properly submitted to the stockholders for their vote. For at least ten days prior to the Special Meeting, a complete list of stockholders entitled to vote at the Special Meeting will be available upon written request by any stockholder for any purpose germane to the Special Meeting. Requests should be sent to Casper Sleep Inc. at cspr@jcir.com. The stockholder list will also be available during the Special Meeting for those with a control number at [     ].

Our Special Meeting will be a virtual meeting. To attend, go to [     ] and follow the instructions provided. You will need the control number printed on your proxy card, in order to join the meeting. We recommend you join the meeting 15 minutes before the meeting is scheduled to begin. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

The affirmative vote of the holders of a majority of the outstanding shares of Casper common stock is required to adopt the Merger Agreement. Each Casper stockholder is entitled to cast one vote on each matter presented at the Special Meeting for each share of Casper common stock owned by such stockholder on the Record Date. As of the Record Date, [     ] votes constitute a majority of the outstanding shares of Casper common stock. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger. Because the required vote for this proposal is based on the number of shares of Casper common stock issued and outstanding rather than on the number of votes cast, if you fail to vote by proxy or virtually (including by abstaining), or fail to instruct your broker on how to vote, such failure will have the same effect as voting against the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of Casper common stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Casper does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Casper common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [     ] shares of Casper common stock, representing approximately [     ]% of the shares of Casper common stock outstanding on the Record Date (and approximately [     ]% of the total shares of Casper common stock outstanding when taking into account Company Options held, in the aggregate, by our directors and executive officers).

We currently expect that our directors and executive officers will vote all of their respective shares of Casper common stock (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The Voting Agreement Stockholders, which collectively own 11,497,211 shares of Casper common stock representing approximately 28% of the outstanding Casper common stock as of November 14, 2021, have entered into the Voting and Support Agreement with Parent and the Company, a copy of which is attached as Annex D to this proxy statement. Pursuant to the Voting and Support Agreement, the Voting Agreement Stockholders have agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of Casper common stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof) in each case, so long as the Merger Agreement has not been terminated and there have been no amendments to the Merger Agreement that reduce the Per Share Merger Consideration or change the form of consideration payable to Casper Stockholders under the Merger Agreement without the consent of the Voting Agreement Stockholders. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting and Support Agreement.”

If your shares are registered in your name with our transfer agent, AST, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting instruction form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Adjournment Proposal.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy, provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of Casper common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Board of Directors has unanimously: (i) determined that it is in the best interests of Casper and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Casper, the performance by Casper of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that Casper Stockholders adopt the Merger Agreement.

The expense of soliciting proxies will be borne by Casper. We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting for a fee of $20,000 plus expenses. We will also indemnify Innisfree against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in 2022.

If the Merger is consummated, stockholders who continuously hold shares of Casper common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement or consent thereto in writing and who are entitled to demand and have properly demanded appraisal of their shares pursuant to, and who have complied in all respects with, Section 262 of the DGCL, and who do not fail to perfect, waive, withdraw or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their Casper common stock in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of Casper common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Casper common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value by the Delaware Court of Chancery and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Casper before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement or consent thereto in writing; (iii) continue to hold your shares of

Prior to the Effective Time, Casper will cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the applicable laws and rules and policies of NYSE to enable the delisting of Casper common stock from the NYSE and the deregistration of Casper common stock under the Exchange Act as promptly as practicable after the Effective Time. As a result, shares of Casper common stock will no longer be publicly traded.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Casper common stock will be voted in accordance with the discretion of the appointed proxy holders.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, you may contact us by writing to Casper at Three World Trade Center, 175 Greenwich Street, 40th Floor, New York, NY 10007. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Casper common stock, please contact our proxy solicitor:

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Casper and its subsidiaries design and sell premium sleep products including mattresses, pillows, sheets, and other sleep-centric products. The Company’s head office is located at 175 Greenwich Street, Three World Trade Center, New York, NY. Casper believes everyone should sleep better. The Company has a full portfolio of obsessively engineered sleep products—including mattresses, pillows, bedding, and furniture designed in-house by the Company’s award-winning R&D team at Casper Labs. In addition to its e-commerce business, Casper owns and operates sleep shops across North America and its products are available at a growing list of retailers.

Parent was formed on November 10, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Merger Sub is a wholly-owned subsidiary of Parent and was formed on November 10, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each subsidiaries of the Durational Vehicle. At the Effective Time, the Surviving Corporation, will be indirectly owned by the Durational Vehicle.

In connection with the transactions contemplated by the Merger Agreement, (1) the Durational Vehicle has provided Parent with an aggregate equity commitment of $372,150,000 and (2) Parent has obtained debt financing commitments in an aggregate amount of $100,000,000 ($75,000,000 of which will be available at the closing of the Merger) from KKR Credit Advisors (US) LLC and Callodine Commercial Finance, LLC. Such amounts will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund certain other payments (including the Required Amount), subject to the terms and conditions of the Merger Agreement. In addition, the Durational Vehicle has agreed to guarantee the payment of certain liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $24,375,000, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Casper, as specified in the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

Durational is not a party to the Merger Agreement, but certain investors arranged by Durational have committed to capitalize Parent, through the Durational Vehicle, with up to $372,150,000 of equity financing in connection with the Merger pursuant to, and subject to the terms and conditions of, certain equity commitment letters. Based in New York, Durational is an investment firm that invests in high quality consumer companies. Durational approaches its investments with a strategic mindset and focuses on driving long-term value creation through partnership with top tier management teams and actively supporting management to drive operational improvements. The firm was founded in 2017, and its investment professionals have extensive experience investing in the consumer sector.

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Casper and the separate corporate existence of Merger Sub will cease, with Casper continuing as the Surviving Corporation. As a result of the Merger, Casper will become a wholly-owned subsidiary of Parent, and Casper common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Casper common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”

At the Effective Time, each share of Casper common stock (other than Excluded Shares, which include, among other things, shares of Casper common stock owned by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and who have complied in all respects with, Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, subject to any applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of Casper common stock that you own (subject to any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders are entitled to demand and have properly demanded appraisal of their Casper common stock will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

The Merger Agreement provides that each Company Option that is vested, including any Company Option that accelerates and vests in connection with the Merger, and outstanding and exercisable immediately prior to the Effective Time shall be cancelled and converted into the right to receive the Option Consideration. Each Company Option that is unvested or has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective Time.

Each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively (with the PSU Consideration being calculated based on the greater of target performance and actual performance, as estimated by the Company based on the Company’s performance during the applicable performance period as of the Effective Time).

At the Effective Time, each Company Warrant will automatically be cancelled for no consideration, and the Company Warrant Agreements will be automatically terminated.

In connection with the execution and delivery of the Merger Agreement, Casper would be required to take the following actions under its ESPP: (i) ensure no new participants will commence participation in the ESPP after November 14, 2021; (ii) ensure no participant will be allowed to increase his or her payroll contribution rate in effect as of November 14, 2021 or make separate non-payroll contributions on or following such date; and (iii) ensure no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after November 14, 2021. However, as of the date hereof, no offering period has commenced under the ESPP and there are no active participants. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time.

From time to time following Casper’s initial public offering in February 2020 (the “IPO”), Casper’s management and the Board of Directors evaluated financing and strategic alternatives that might be available to Casper, including retail partnerships, other potential strategic partnerships within the retail bedding industry and potential debt financing alternatives. Casper also held preliminary discussions with representatives of several financial sponsors regarding potential financing transactions involving Casper, including a potential private investment in public equity, or PIPE, in late 2020 and again in the first half of 2021. Casper engaged in such discussions as part of its ordinary course efforts to remain knowledgeable about its market and its strategic and financial options.

In June 2021, as part of its ordinary course strategic and operational long-range planning for Casper and its business, Casper’s management, working together with a planning consultant, developed a long-range strategic plan for Casper, to help the Board of Directors better understand potential growth opportunities for the business for fiscal years 2021 through 2026, based upon a range of marketing, pricing and penetration assumptions made at that time (the “June Long-Range Plan”).

On August 10, 2021, Casper announced financial results for the quarter ended June 30, 2021, including a loss of $0.39 per share relative to consensus street estimates of a loss of $0.34 per share. The closing price for Casper’s common stock on the New York Stock Exchange on August 11, 2021, was $5.81 per share.

On August 10, 2021, Eric Sobotka (“Mr. Sobotka”), Managing Partner at Durational Capital Management LP (“Durational”), called Ben Lerer (“Mr. Lerer”), a director on the Board of Directors. Mr. Sobotka informed Mr. Lerer that Durational was interested in learning more about Casper and exploring a potential transaction with Casper, and asked Mr. Lerer to introduce Mr. Sobotka to Mr. Krim. The call from Mr. Sobotka was unsolicited and representatives of Casper had not held any previous discussions with Durational regarding a potential strategic or financing transaction. Mr. Lerer and Mr. Sobotka did not discuss price or any other specific terms of a potential transaction with Casper.

On August 11, 2021, Mr. Lerer arranged a call between Mr. Sobotka and Mr. Krim. During the call, Mr. Sobotka indicated to Mr. Krim that Durational was interested in learning more about Casper and exploring a potential transaction with Casper. During this call, there was no discussion of price or any other specific terms of a potential transaction with Casper.

On August 12, 2021, representatives of Casper provided Mr. Sobotka with a draft confidentiality agreement to facilitate due diligence between the parties. Following negotiation, the parties executed the confidentiality agreement on August 19, 2021 (the “Confidentiality Agreement”). The Confidentiality Agreement contained a standstill restriction against Durational, with a customary fall away upon a public announcement of a sale of Casper.

On August 16, 2021, representatives of Jefferies held an introductory call with the Board of Directors and with members of Casper management present. The Board of Directors discussed the engagement of Jefferies to serve as a financial advisor to Casper in connection with a review of potential financing and strategic alternatives by Casper, including potential debt refinancing transactions, an “at the market” offering program (the “ATM Program”), a PIPE, or an acquisition of Casper. Following this discussion, the Board of Directors instructed management to negotiate an engagement with Jefferies to act as a financial advisor to Casper in connection with its financing and strategic review based on Jefferies’ qualifications as a financial advisor and its experience in the retail bedding industry, as well as its familiarity with Casper.

On August 19, 2021, Mr. Sobotka met with Mr. Lerer and Mr. Krim in person in New York. During the August 19, 2021 meeting, Mr. Sobotka expressed Durational’s potential interest in a strategic transaction with Casper, but there was no discussion of price or any other specific terms of a potential transaction. Mr. Sobotka and Mr. Krim agreed to explore further the possibility of a strategic transaction between Casper and Durational, with Mr. Sobotka indicating that Durational would need to conduct preliminary due diligence on Casper before determining whether to make a proposal for a potential strategic transaction and the terms of any such proposal.

On August 20, 2021, the Board of Directors held a Board Meeting at which representatives of Jefferies and members of the Board of Directors discussed various strategic alternatives with Casper’s management, including raising additional subordinated debt, an expansion of Casper’s growth capital loan with TriplePoint Capital LLC (“TriplePoint”), strategic partnerships, a potential PIPE or ATM Program, and a potential sale of Casper. Following this discussion, the Board of Directors authorized management to provide Durational with due diligence information regarding Casper to determine its level of interest and whether Durational would like to proceed with discussions regarding a potential financing or acquisition transaction. The Board of Directors requested that representatives of Jefferies prepare a presentation for the Board of Directors with respect to potential strategic alternatives that might be available to Casper. The Board of Directors also authorized Jefferies to begin initial preparations for a launch of a confidential financing and sale process.

On August 27, 2021, at the direction of the Board of Directors, representatives of Jefferies sent certain publicly available financial statements and historical financial information of Casper to Durational.

On September 2, 2021, Mr. Krim received an unsolicited written non-binding proposal from Durational (the “September 2 Proposal”) pursuant to which Durational proposed to acquire 100% of the outstanding stock of Casper in an all-cash transaction at a price of $8.10 per share, that was subject to, among other conditions, satisfactory completion of remaining due diligence. The closing price for Casper’s common stock on the New York Stock Exchange on September 1, 2021, the most recently concluded trading day prior to the September 2 Proposal, was $5.25 per share.

On September 3, 2021, the Board of Directors held a Board Meeting, together with representatives of Casper’s management, Jefferies, and Latham & Watkins LLP (“Latham & Watkins”). Representatives of Jefferies reviewed the September 2 Proposal with the Board of Directors. Representatives of Jefferies then reviewed recent merger and acquisition activity in the retail bedding industry and provided an overview of certain publicly available information regarding implied premiums paid in selected precedent transactions in the retail bedding industry. Representatives of Jefferies also discussed Durational and its acquisition history. Representatives of Jefferies identified for the Board of Directors certain financial sponsors and companies, in addition to Durational, that representatives of Jefferies had identified in discussions with management as potentially being interested in a financing or strategic transaction with Casper, if Casper were to decide to engage in a financing transaction or strategic review process. A representative from Latham & Watkins discussed the fiduciary duties of the Board of Directors if Casper were to decide to engage in a strategic review process. At the meeting, Mr. Krim noted that management was updating its June Long-Range Plan to reflect developments with respect to Casper, its business, and the market for its products since the time the June Long-Range Plan was prepared. Following the discussion, the Board of Directors requested that management present its updated June Long-Range Plan to the Board of Directors for consideration and that representatives of Jefferies inform Durational that the Board of Directors would review and consider the September 2 Proposal and respond in the coming weeks. The Board of Directors also directed representatives of Jefferies to explore potential financing transactions, including the ATM Program, a potential PIPE transaction, potential debt financing alternatives, and a sale transaction since the Board of Directors considered those options as the most likely potential strategic alternatives available to Casper at the time, and directed representatives of Jefferies and management to begin outreach to third parties, including both the identified financial sponsors and companies, to attempt to understand interest in a potential financing transaction or acquisition of Casper.

During the period beginning on September 10, 2021, and continuing until October 19, 2021, at the direction of the Board of Directors, representatives of Jefferies contacted 25 potential counterparties, including 6 potential strategic counterparties and 19 financial sponsors, including Durational, to solicit interest in a potential acquisition of or debt or equity financing of Casper (a “Potential Transaction”). Of these parties (i) 16 parties indicated to representatives of Jefferies that they were not interested in a potential transaction involving Casper following initial contact, and informed representatives of Jefferies that they were not interested in pursuing a transaction either because Casper was too small and did not present a perceived attractive investment scenario or that they were not interested in pursuing a transaction with Casper at that time, or they did not provide a reason for their decision not to pursue a potential transaction, and (ii) 9 parties, including 2 financial sponsors (“Party A” and “Party B”), executed non-disclosure agreements with Casper that included a “standstill” provision, with a fall-away provision upon the entry or public announcement of certain acquisition transactions. At the direction of the Board of Directors, representatives of Jefferies sent process letters to the 5 parties that had executed confidentiality agreements with Casper and expressed continued interest (including Party A and Party B but excluding Durational), inviting them to submit non-binding proposals for a Potential Transaction by October 19, 2021. The letters stated that all proposals should include an indication of the purchase price, or the commitment amount the bidder would be prepared to pay or provide for a Potential Transaction, to specify the bidder’s proposed form of consideration or commitment amount, key conditions and assumptions, proposed financing sources, required approvals, anticipated timing, due diligence requirements and proposed Potential Transaction structure.

On September 20, 2021, Mr. Sobotka called Mr. Krim about the status of the potential transaction with Durational.

On September 22, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Jefferies, and Latham & Watkins present, to discuss Jefferies’ preliminary financial analysis of Casper based upon the September Long-Range Plan. Representatives of Jefferies and Latham & Watkins and the members of the Board of Directors then discussed Casper’s response to Durational’s September 2 Proposal. Representatives of Latham & Watkins also reviewed with the Board of Directors its fiduciary duties in connection with a potential sale of Casper. After discussion and deliberation, the members of the Board of Directors authorized Casper’s management to provide additional diligence information to Durational, but to communicate to Durational that the Board of Directors expected that Durational would improve the $8.10 price per share from its September 2 Proposal after completing its review of the additional information. On that day, Casper executed a customary engagement letter with Jefferies.

On September 24, 2021, representatives of Jefferies informed Mr. Sobotka that Durational would need to increase its proposed price above $8.10 per share in order to proceed in the process, but that Casper was willing to provide Durational and its advisors further business and legal diligence materials and access to management in order to find more value.

On October 1, 2021, Casper provided access to further due diligence materials to Durational through the online data room.

On October 5, 2021, at the request of the Board of Directors, representatives of Jefferies shared the September Long-Range Plan with Durational. On that day, Mr. Krim and other representatives of Casper hosted Mr. Sobotka and other representatives from Durational at Casper’s showroom in New York for a due diligence session, followed by dinner. Representatives from Jefferies also attended the meeting and dinner. The participants did not discuss price or any other specific terms of a potential transaction with Casper at the meeting.

On October 7, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Jefferies, and Latham & Watkins present. At the meeting, representatives of Jefferies provided an update to the Board of Directors on its outreach to various parties, and informed the Board of Directors that the submission date for indications of interest was to be October 19, 2021.

During the weeks of October 4, 2021, and October 11, 2021, at the direction of the Board of Directors, representatives of Jefferies sent the September Long-Range Plan to Party A, Party B and 4 other financial sponsors that executed non-disclosure agreements with Casper. During the period between October 10, 2021, and October 14, 2021, Durational, Party A, and 2 other financial sponsors that had executed non-disclosure agreements with Casper were also provided certain additional diligence information, including materials that had been prepared for the Company by a financial consulting firm earlier in the year regarding potential cost savings and other opportunities existed to improve Casper’s operational performance and profit generation.

On October 18, 2021, at the direction of the Board of Directors, representatives of Jefferies hosted a representative of Party A in its offices to discuss a potential transaction between Casper and Party A.

Casper’s lower e-commerce and retail growth, combined with the intense competition in the retail bedding industry raised significant questions internally about its ability to continue receiving sufficient cash flows to continue operating on a normal basis in the short and long-term. Because of its deteriorating financial performance, on October 18, 2021, Casper entered into a waiver and amendment to the credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) and other parties thereto, which, among other things, waived certain requirements with respect to both an Accelerated Borrowing Base Delivery Event and a Cash Dominion Event (each, as defined in the Credit Agreement) for the period from October 18, 2021 through December 31, 2021 (the “First Waiver”).

On October 19, 2021, Casper received a legal due diligence request list from Kirkland & Ellis LLP (“Kirkland & Ellis”), outside counsel to Durational.

On October 19, 2021, Party A submitted a non-binding proposal to invest at least $105 million in the form of a 5-year, 8.5% senior secured term loan with two tranches of warrants issued at closing of the potential financing, where the first tranche would strike at $0.00 and represent shares equivalent to 19.9% of Casper’s fully diluted share count, and the second tranche would strike at $10.00 and represent an additional 10.0% of Casper’s fully diluted share count (subject to a stockholder vote of Casper), each tranche exercisable within 5 years after issuance of warrants (the “Party A Proposal”). Party A did not submit a proposal to acquire Casper. Each of the parties to which representatives of Jefferies had sent process letters (other than Party A and Party B) informed representatives of Jefferies either that they were not interested in pursuing a transaction with Casper because Casper was too small and did not present an attractive investment opportunity, or that they were not interested in pursuing a transaction with Casper at that time, or they did not provide a reason for their decision not to pursue a Potential Transaction.

On October 21, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the potential financing transactions, including the Party A Proposal, and other financing or strategic alternatives that might be available to Casper. Management reviewed Casper’s preliminary third quarter financial results and recent developments with respect to the fourth quarter of 2021, as well as the cash position of Casper. Representatives of Jefferies then provided an update with respect to the strategic outreach process, including the fact that the target bid deadline of October 19, 2021 had passed and that Casper had only received the Party A Proposal and the September 2 Proposal. Representatives of Jefferies then discussed, among other matters, certain options for Casper with respect to the ATM Program as well as key considerations and potential challenges anticipated in connection with the ATM Program. Following a discussion, the Board of Directors instructed representatives of Jefferies and Casper management to continue engaging with investors that might be interested in a potential financing transaction involving Casper or an acquisition of Casper, including Durational. Also at that meeting, the Board of Directors requested that management present the final third quarter financial results, as well as an updated outlook for the fourth quarter of 2021 for further consideration.

On October 22, 2021, Casper filed a Form 8-K, which announced that it had entered into the First Waiver with respect to the Credit Agreement. The closing price for Casper’s common stock on the New York Stock Exchange on October 22, 2021, was $4.43 per share.

On October 25, 2021, at the direction of the Board of Directors, representatives of Jefferies corresponded with Party A concerning the Party A Proposal and inquired about the possibility of an acquisition of Casper by Party A. Representatives of Party A responded with a request for more time to complete due diligence with respect to Casper.

On October 25, 2021, Casper filed a Form S-3 prospectus, which described the offering, issuance and sale by Casper of up to $150 million in aggregate of securities to be identified in the future, and entered into an Open Market Sale Agreement with Jefferies relating to the sale of Casper common shares pursuant to the Form S-3.

On November 1, 2021, Mr. Krim was contacted by the financial advisor of a financial sponsor (“Party C”), which until that point had not expressed an interest in a potential transaction involving Casper, to introduce Party C and to inquire about exploring a potential acquisition of Casper by Party C. Mr. Krim and Party C scheduled an introductory in-person meeting in Party C’s offices for November 3, 2021. The closing price for Casper’s common stock on the New York Stock Exchange on November 2, 2021, was $3.84 per share.

On November 2, 2021, Mr. Krim, representatives of Jefferies, and Party B had a call to discuss a potential transaction between Party B and Casper. Party B had expressed an interest in potential transactions based on public information available to Party B. On that call, Party B provided a verbal non-binding proposal (which was provided in writing the following day), in which Party B had proposed either (i) an investment of approximately $200 million in the form of a secured convertible debt instrument with a 5% to 7% coupon and a conversion price reflecting a 30% to 35% premium to Casper’s 30 day volume weighted average market price per share, or (ii) a refinancing of approximately $75 million in the form of a new 10% secured bridge loan with 7-year warrants representing 15% of the fully diluted Casper common stock with a strike price at a 30% to 35% premium to Casper’s 30 day volume weighted average market price per share (the “Party B Proposal”). Further, it was noted that the first alternative in the Party B Proposal was dependent upon Party B obtaining one or two commercial agreements with other key third-party strategic parties, and that Party B strongly preferred the first alternative.

On November 2, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the potential financing transactions that had been submitted, including the Party A Proposal and the then verbal Party B Proposal, and other financing or strategic alternatives that might be available to Casper. Casper’s management also provided an update on Casper’s (i) preliminary third quarter financial results and fourth quarter outlook of 2021, (ii) cash position, rate of expenditures and cash flows, near term cash needs, and potential variability in available cash levels based on sales performance through the holiday season, (iii) overall margins, including the impact of increased sales through wholesale channels, and (iv) product inventory levels, along with further key considerations and potential challenges in connection with ongoing cost increases for product manufacturing materials in the market and supply chain and manufacturing challenges. Representatives of Latham & Watkins also reviewed with the Board of Directors its fiduciary duties in connection with a potential sale of Casper. The preliminary third quarter financial results of 2021 showed a loss of $0.61 per share relative to consensus street estimates of a loss of $0.43 per share. Following a discussion, the Board of Directors then instructed representatives of Jefferies and management to continue to engage with the investors, including Durational, Party A, Party B and Party C, that had indicated that they might be interested in a potential financing transaction involving Casper, or in an acquisition of Casper. The Board of Directors also requested that representatives of Jefferies share the preliminary third quarter financial results and updated fourth quarter outlook of 2021 with Durational.

On November 2, 2021, representatives of Jefferies shared the preliminary third quarter financial results and updated fourth quarter outlook of 2021 with Durational. Representatives of Durational subsequently held a call with members of Casper management and representatives of Jefferies to discuss the preliminary financial results for the third quarter and updated outlook for the fourth quarter of 2021.

On November 3, 2021, Party C and its financial advisors held an in-person meeting with Mr. Krim to discuss, among other things, Casper’s performance, its business outlook, and a potential transaction involving Casper and Party C. During this meeting, there was no discussion of price or any other specific terms of a potential transaction involving Casper and Party C. Also on that day, representatives of Jefferies called Party C’s financial representatives to discuss a potential transaction between Casper and Party C. During this call, there was no discussion of price or any other specific terms of a potential transaction between Casper and Party C.

On November 3, 2021, Party B through its financial advisor delivered to Casper, via Jefferies, a written copy of the Party B Proposal.

On November 5, 2021, Mr. Lerer and Mr. Sobotka also had a call to discuss Durational’s September 2 Proposal. Mr. Sobotka indicated that Durational was confident in its ability to raise sufficient debt financing for the proposed transaction and to secure equity commitments from leading institutional investors and other credit

On November 5, 2021, representatives of Durational and Jefferies had a call to discuss the status of the proposed transaction between Durational and Casper. Mr. Sobotka noted that, based on Durational’s due diligence review of Casper, the decline in Casper’s stock price, Casper’s preliminary third quarter financial results and updated fourth quarter outlook of 2021, and changes in Casper’s cash needs as a result of preliminary third quarter financial results and updated fourth quarter outlook of 2021 and in its inventory and payables levels, Durational could not justify paying the $8.10 per share offer in the September 2 Proposal and would need to revise its purchase price proposal to $6.40 per share of Casper common stock (the “November 5 Proposal”), provided that Casper had enough cash to make it through closing of the proposed transaction. The closing price for Casper’s common stock on the New York Stock Exchange on November 5, 2021, was $4.03 per share.

On November 6, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss Durational’s November 5 Proposal, the Party A Proposal, and the Party B Proposal. Representatives of Jefferies noted that other than Durational’s November 5 Proposal, the Party A Proposal, and the Party B Proposal, Jefferies had not received any additional proposals with respect to a potential financing transaction or an acquisition of Casper. Following a discussion, the Board of Directors instructed representatives of Jefferies and management to continue to engage with Durational, Party A, Party B, Party C and other parties that may be interested in a potential financing transaction or an acquisition of Casper, and to continue to explore other alternatives such as amendments of certain debt financing arrangements of Casper, which included attempting to improve the terms of the Party A Proposal and Party B Proposal, and exploring additional financing from TriplePoint, and a further amendment of the First Waiver in order to extend the relevant period through February 28, 2022. At that meeting, the Board of Directors instructed representatives of Jefferies to deliver the preliminary third quarter financial results and updated fourth quarter outlook of 2021 to Party A and Party B in order for these parties to confirm their prior proposals and determine if either party would be willing to propose an acquisition of Casper that would be competitive with Durational’s proposed transaction and purchase price.

On November 7, 2021, a representative from Durational informed representatives of Jefferies that Kirkland & Ellis had prepared a draft merger agreement and would share the draft with Latham & Watkins. The representative from Durational also reiterated to representatives of Jefferies its ability to be in a position to sign an acquisition of Casper before market open on Monday, November 15, 2021, and to close in mid- to late- January of 2022.

On November 7, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to further discuss Durational’s November 5 Proposal. Representatives of Jefferies noted that Durational informed them that a draft of the merger agreement would be provided to Casper over the next few days. Representatives of Jefferies then provided an update with respect to the Party A Proposal, the Party B Proposal, and the ATM Program. The representatives of Jefferies noted that both Party A and Party B were still continuing their respective due diligence processes and engaging in further discussions with respect to a potential financing transaction. The representatives of Jefferies then proceeded to discuss the ATM Program as well as key considerations, potential challenges, and the potential timing anticipated in connection with the ATM Program, and noted that Casper would not be able to engage in sales under the ATM Program until Casper’s third quarter black-out period had been lifted following Casper’s third quarter earnings release and Casper did not have additional material non-public information with respect to a strategic transaction. During such discussion, the members of the Board of Directors reiterated their support to continue evaluating the November 5 Proposal while simultaneously pursuing other potentially available strategic alternatives. Later that day, Kirkland & Ellis sent a draft of the merger agreement to Latham & Watkins.

On November 7, 2021, the representatives of Casper, Party A, and representatives of Jefferies had a call to discuss Party A’s potential transaction with Casper. Party A reiterated its interest in a potential financing transaction involving Casper and that it would continue to consider a potential acquisition of Casper, but stated that it would need approximately 45 days to conduct further due diligence and confirm any transaction.

Later, on November 7, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the draft merger agreement and status of negotiations with Durational, Party A and Party B. Representatives of Latham & Watkins reviewed with the Board of Directors its fiduciary duties in connection with a potential sale of Casper. Representatives of Latham & Watkins then reviewed with the Board of Directors the terms of the draft merger agreement, including, among other things, (i) a termination fee payable by Casper of 3.5% of Casper’s equity value based on the aggregate merger consideration if the merger agreement is terminated under certain circumstances (the “Termination Fee”) and a reverse termination fee payable by Durational of 4.5% of Casper’s equity value based on the aggregate merger consideration if the merger agreement is terminated under certain circumstances (the “Reverse Termination Fee”), and (ii) the “window shop” and lack of a “Go-Shop” provision. At the request of the Board of Directors, representatives of Jefferies then provided an updated preliminary financial analysis of Casper. Representatives of Jefferies then noted that Party A and Party B were continuing their respective diligence processes. Representatives of Jefferies and Latham & Watkins and the members of the Board of Directors then discussed Casper’s response to Durational’s November 5 Proposal. Following the discussion, the Board of Directors instructed Mr. Lerer to respond with a counter-proposal to Durational of $8.10 in cash per share of Casper common stock, with (i) the inclusion of a “Go-Shop” provision in the merger agreement, and (ii) an increase in the Reverse Termination Fee to 9%.

On November 8, 2021, Mr. Lerer and Mr. Sobotka had a call to discuss Durational’s November 5 Proposal. After significant discussion, Mr. Sobotka offered to (i) increase Durational’s offer to $7.00 per share of Casper common stock and (ii) agree to a Reverse Termination Fee of 7%, but insisted that, in return, Casper agree to drop the “Go-Shop” provision from the merger agreement (the “November 8 Proposal”).

On November 8, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the November 8 Proposal. Following the discussion, the Board of Directors instructed Mr. Lerer to respond with a counterproposal of $7.50 in cash per share of Casper common stock, with (i) an inclusion of a “Go-Shop” provision in the merger agreement, and (ii) an increase in the Reverse Termination Fee to 8%.

Later, on November 8, 2021, Mr. Lerer called Mr. Sobotka to indicate that Durational would be willing to agree to a $7.50 per share of Casper common stock proposal if Durational agreed to include the “Go-Shop” provision in the merger agreement and to increase the Reverse Termination Fee to 8%. After significant discussion, Mr. Sobotka agreed to (i) increase Durational’s offer to $7.25 per share of Casper common stock, and (ii) a Reverse Termination Fee of 8%, so long as Casper agreed to drop the “Go-Shop” provision (the “New November 8 Proposal”), and informed Mr. Lerer that the New November 8 Proposal represented Durational’s best offer.

On November 9, 2021, Casper provided access to further due diligence materials to Party B through the online data room.

On November 9, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the New November 8 Proposal. Mr. Lerer informed the Board of Directors that Durational indicated that the New November 8 Proposal was its best offer. Following the discussion, the Board of Directors authorized Casper management, representatives of Jefferies, and Latham & Watkins to proceed with negotiating definitive documentation with respect to the New November 8 Proposal to present to the Board of Directors for further consideration. The Board of Directors then proceeded to discuss Casper’s anticipated management transitions that would be announced together with Casper’s third quarter earnings on November 15, 2021, which involved Mr. Krim relinquishing his role as Chief Executive Officer and transitioning into the role of Chairman, and Emilie Arel (“Ms. Arel”), Casper’s Chief Commercial

Later, on November 9, 2021, Casper’s management and Casper’s outside finance legal counsel, and representatives of Durational, Kirkland & Ellis, and Jefferies had a call to discuss Casper’s ongoing discussion with Casper’s existing lenders regarding waivers and potential additional financing and expected liquidity needs between signing and closing of a potential transaction (the “Interim Period”). During that call, Mr. Monahan indicated that Casper anticipated capital and cash needs during the Interim Period of approximately $30 million, which was a significantly greater amount than Durational had previously anticipated (the “Increased Capital Requirements”).

On November 9, 2021, Kirkland & Ellis sent to Latham & Watkins an initial draft of the voting and support agreement to be executed by certain stockholders of Casper in connection with the proposed transaction with Durational.

On November 10, 2021, Party C executed a non-disclosure agreement with Casper that included a “standstill” provision, with a fall-away provision upon the entry or public announcement of certain acquisition transactions.

On November 10, 2021, Latham & Watkins sent a revised draft of the merger agreement to Kirkland & Ellis.

On November 10, 2021, at the direction of the Board of Directors, representatives of Jefferies sent additional due diligence materials to Party B.

On November 10, 2021, at Durational’s request, Casper sent detailed preliminary cash flow projections for Casper for the fourth quarter of 2021 and preliminary projections for the months of January and February of 2022 (the “Cash Flow Projections”) to Durational.

On November 10, 2021, Durational, Jonathan Truppman (“Mr. Truppman”), General Counsel at Casper, Mr. Krim, and Mr. Lerer had a call to discuss Casper’s anticipated management transitions, cash and equity compensation that Casper anticipated providing to Ms. Arel and Mr. Monahan, and details of management compensation should the proposed transaction with Durational go through. The parties discussed overall compensation philosophy and employee retention issues, including whether Durational expected to ultimately put in place a management incentive plan at closing of the proposed transaction, though the terms of any such management incentive plan were not discussed. The parties also discussed transition plans for Ms. Arel and the importance of retaining key members of Casper leadership team for continuity and stability in the business.

On November 10, 2021, Mr. Sobotka called Mr. Krim and Mr. Lerer to deliver a revised purchase price proposal of $6.75 per share of Casper common stock (the “November 10 Proposal”). Mr. Sobotka noted that Durational needed to propose the November 10 Proposal after receipt of the Cash Flow Projections and the Increased Capital Requirements.

On November 11, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the November 10 Proposal. Mr. Krim explained that Durational’s explanation for the November 10 Proposal was based on Durational’s receipt of the Cash Flow Projections, which implied a need for at least $20 million of financing in January and February of 2022, as well as the Increased Capital Requirements. At the meeting, representatives of Latham & Watkins reviewed with the Board of Directors its fiduciary duties in considering Durational’s November 10 Proposal. Following a discussion, the Board of Directors instructed representatives of Jefferies, Mr. Krim, and Mr. Lerer to convey the Board of Directors’s disappointment with the November 10 Proposal to Durational and engage with Durational to improve the November 10 Proposal.

On November 11, 2021, representatives of Jefferies, Mr. Lerer and Durational had a call to discuss the November 10 Proposal. After significant discussion, Durational agreed to increase the November 10 Proposal to $6.90 per share of Casper common stock (the “November 11 Proposal”) and Durational informed Mr. Lerer that

On November 11, 2021, Kirkland & Ellis sent to Latham & Watkins initial drafts of the equity commitment letter and limited guaranty. On that same day, Latham & Watkins sent a revised draft of the voting and support agreement to Kirkland & Ellis.

On November 12, 2021, the Board of Directors held a Board Meeting, with representatives from Casper’s management, Latham & Watkins, and Jefferies present, to discuss the November 11 Proposal. During the Board Meeting, the members of the Board of Directors further considered and debated (i) Casper’s cash position, rate of expenditures and cash flows, and near term cash and financing needs, (ii) other alternatives available to Casper, including remaining as a stand-alone company, Casper’s available financing alternatives, transaction timing and likelihood of completion, and the merits of a strategic transaction with Durational, (iii) the third quarter earnings announcement and related impact on Casper’s stock price, and (iv) the November 11 Proposal and the underlying rationale for the revised offer. Following the discussion, the Board of Directors instructed representatives of Jefferies and Latham & Watkins to work to finalize definitive documentation with Durational for consideration by the Board of Directors.

On November 12, 2021, the financial advisor of Party C contacted representatives of Jefferies via email to inform Jefferies that Party C indicated it had interest in a potential transaction with Casper and conveyed that Party C may be in a position to offer a substantial premium to Casper’s current common stock trading levels.

On November 12, 2021, Kirkland & Ellis sent a revised draft of the merger agreement to Latham & Watkins. On that same day, Latham & Watkins sent an initial draft of the disclosure schedules to Kirkland & Ellis. Later that same evening, representatives of Kirkland & Ellis and Latham & Watkins had a call to discuss the merger agreement and preliminary transaction matters.

Between November 12, 2021, and November 14, 2021, representatives of Casper and Latham & Watkins and Durational and Kirkland & Ellis negotiated and finalized the terms of the merger agreement, and the equity commitment letter, limited guarantee, voting and support agreement, debt commitment letters and disclosure schedules. All open points in the transaction documents were substantially resolved by the afternoon of November 14, 2021.

On November 13, 2021, the Board of Directors held a Board Meeting, with representatives of Casper management, Latham & Watkins, and Jefferies present. Mr. Krim proceeded to discuss and provide an update with regards to (i) the additional funding from TriplePoint in an aggregate principal amount of up to $30.0 million (the “Bridge Loans”) and (ii) a further amendment and extension of the First Waiver in order to extend the relevant period through February 28, 2022, and to permit the incurrence of the Bridge Loans (the “Second Waiver”), noting that Casper would be able to secure both the Bridge Loans and the Second Waiver, but that each of these events would be subject to Casper entering into the proposed transaction with Durational. Representatives of Jefferies then reviewed with the Board of Directors, Jefferies’ updated preliminary financial analysis of Casper. Representatives of Jefferies then provided an update with respect to the status of conversations with Party C. Following such discussions, the Board of Directors instructed representatives of Jefferies to continue engaging with Party C, share the September Long-Range Plan with Party C, the preliminary third quarter financial results and updated fourth quarter outlook of 2021 and other diligence materials, and explore the possibility of receiving an offer from Party C within the next 24 hours. A representative of Latham & Watkins then provided a general overview of (i) the structure, (ii) key terms of the merger agreement with Durational, and (iii) the Board of Directors’s fiduciary duties in connection with the consideration of a sale of Casper. The members of the Board of Directors proceeded to discuss the pending management transition agreements and bonuses for Mr. Krim, Ms. Arel and Mr. Monahan. Following such discussion, the Board of Directors determined to explore providing Ms. Arel and Mr. Monahan with bonuses equal to 1x their base cash compensation, with Ms. Arel and Mr. Monahan as well as with Durational.

After the Board Meeting on November 13, 2021, representatives of Jefferies reached out to Party C and its advisors to set up a call to discuss its interest in Casper. Following the call on November 14, 2021, Party C did not submit any formal proposal for a strategic transaction with Casper, nor did Casper receive any updated proposals from Party A or Party B prior to the Board Meeting on November 14, 2021 discussed in the next paragraph.

On November 14, 2021, the parties executed and delivered the merger agreement, voting and support agreement, equity commitment letter, limited guaranty, and debt commitment letter, and the definitive documentation for the Bridge Loans and the Second Waiver were also executed and delivered.

Early in the morning on November 15, 2021, prior to the opening of trading on the New York Stock Exchange, the parties issued a press release announcing the transaction.

Later on November 15, 2021, Casper announced financial results for the quarter ended March 31, 2021, including a loss of $0.61 per share relative to consensus street estimates of a loss of $0.45 per share.

The Board of Directors has unanimously: (i) determined that it is in the best interests of Casper and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Casper, the performance by Casper of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that Casper Stockholders adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by Casper, the performance by Casper of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (ii) resolution to recommend that Casper Stockholders adopt the Merger Agreement:

The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Casper retained Jefferies as its financial advisor in connection with a possible sale, disposition and certain other business and financing transactions involving Casper. In connection with this engagement, the Board of Directors requested that Jefferies evaluate the fairness, from a financial point of view, to Casper Stockholders (other than Parent, Merger Sub and their respective affiliates) of the Per Share Merger Consideration to be received by holders of shares of Casper common stock pursuant to the Merger Agreement. At a meeting of the Board of Directors held on November 14, 2021, Jefferies rendered its opinion to the Board of Directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Per Share

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by the Company or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of the Company that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In Jefferies’ review, it did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities of, the Company, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies did not evaluate the solvency or fair value of the Company or any other entity under any laws relating to bankruptcy, insolvency or similar matters.

With respect to the financial forecasts and estimates provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. Jefferies expressed no opinion as to the Company’s financial forecasts or the assumptions on which they were based.

Jefferies made no independent investigation of, and expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to the Company, and Jefferies assumed the correctness in all respects material to its analyses and opinion of all legal, regulatory, accounting and tax advice given to the Company and the Board of Directors, including, without limitation, with respect to changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting the Company or the Merger and legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to the Company and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of Casper common stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on the Company or the contemplated benefits of the Merger or that otherwise would be material in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to the Company, nor did it address the underlying business decision by the Company to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Casper common stock should vote on the Merger or any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of the Company or any other party, other than the holders of shares of Casper common stock. Jefferies expressed no view or opinion as to the price at which shares of Casper common stock would trade or otherwise be transferrable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of the Company’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Per Share Merger Consideration to be received by holders of shares of Casper common stock or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the Board of Directors, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies analysis summarized below, no company used as a comparison was identical or directly comparable to Casper. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The terms of the Merger were determined through negotiations between Casper and Durational, and the decision by Casper to enter into the Merger Agreement was solely that of the Board of Directors. Jefferies’ opinion and financial analyses were only one of many factors considered by the Board of Directors in its evaluation of the Per Share Merger Consideration and should not be viewed as determinative of the views of the Board of Directors or Casper management with respect to the Merger or the Per Share Merger Consideration payable in the Merger.

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Board of Directors and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 12, 2021 and is not necessarily indicative of current or future market conditions.

Jefferies performed a discounted cash flow analysis of Casper by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that Casper was forecasted to generate during the calendar years ending December 31, 2022 through December 31, 2026 based on the Casper Forecasts. The terminal values of Casper were calculated by applying a selected range of perpetuity growth rates of 2% to 4% to Casper’s estimated unlevered free cash flows for the calendar year ending December 31, 2026 (including normalized levels of capital expenditures, working capital and depreciation and amortization), based on the Casper Forecasts. The present values of the unlevered free cash flows and terminal values were then calculated using a selected discount rate range of 16.25% to 17.75%, based on an estimate of Casper’s weighted average cost of capital, to determine a range of implied enterprise values for Casper. Jefferies then added the present value of Casper’s net operating losses, calculated using a discount rate of 19.0% based on an estimate of Casper’s cost of equity, and subtracted Casper’s projected net debt as of December 31, 2021 (excluding any adjustment for extended payables), as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted Casper common stock shares outstanding to calculate a range of implied per share equity values for Casper. This analysis indicated a reference range of implied per share equity values of $5.00 to $6.70 per share, as compared to the Per Share Merger Consideration of $6.90 per share.

Jefferies reviewed publicly available financial, stock market and operating information of Casper and the following ten selected publicly traded companies in the mattress, home furnishing, and e-commerce industries that Jefferies considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected companies.”

Jefferies reviewed, among other information and to the extent publicly available, enterprise values of the selected companies, calculated as fully diluted equity values based on closing stock prices on November 12, 2021, plus total debt, preferred equity and non-controlling interests, minus cash and cash equivalents, as a multiple of each such company’s estimated earnings before interest, taxes, depreciation and amortization, and excluding stock-based compensation expense (“Adjusted EBITDA”), for the fiscal year 2023, which we refer to as FY 2023E. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

Jefferies applied a selected range of enterprise value to estimated Adjusted EBITDA multiples of 7.0x to 8.75x to corresponding data of Casper based on the Casper Forecasts for estimated Adjusted EBITDA for FY 2023E to determine a range of implied enterprise values for Casper. Jefferies then subtracted Casper’s projected net debt as of December 31, 2021 (excluding any adjustment for extended payables), as provided by Company management, to calculate a range of implied equity values, and divided the result by the number of fully diluted Casper common stock shares outstanding to calculate a range of implied per share equity values for Casper. This analysis indicated a reference range of implied per share equity values of $4.05 to $5.30, as compared to the Per Share Merger Consideration of $6.90 per share.

No company utilized in the selected public companies analysis is identical to Casper. In evaluating the selected public companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Casper’s and Jefferies’ control.

Jefferies did not perform a selected transactions analysis as part of its financial analysis with respect to its opinion due to Casper’s lack of historical or current earnings metrics.

Jefferies observed certain additional information that was not considered part of Jefferies’ financial analysis with respect to its opinion but was noted for informational purposes, including the following:

The median of the premiums paid to the closing stock prices of the target companies involved in the selected transactions one trading day and thirty days prior to public announcement of such transactions, respectively, were as follows:

Jefferies applied a selected range of implied premiums set forth in the table below (reflecting a range one-half standard deviation below and one-half standard deviation above the median implied premiums paid derived from the analysis of the selected transactions in all industries and the consumer and retail sectors, respectively) to the closing price of shares of Casper common stock on November 12, 2021, which, as noted above, was the date on which market data was used for Jefferies’ analysis, and on October 14, 2021, thirty days prior to November 13, 2021. This analysis indicated a range of implied per share equity values of the Casper common stock set forth in the table below, in each case as compared to the Per Share Merger Consideration of $6.90 per share.

Casper has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee based upon a percentage of the transaction value of the Merger, which fee is estimated as of the date of this proxy statement to be approximately $[•] million, $1.25 million of which became payable upon delivery of Jefferies’ opinion to the Board of Directors and the remainder of which is payable contingent upon the closing of the Merger. In addition, Casper agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

During the two-year period prior to the date of Jefferies’ opinion, Jefferies provided financing services to Casper for which Jefferies received fees in the amount of approximately $651,000. During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates did not provide financial advisory or financing services to Parent or its affiliate Durational for which Jefferies or its affiliates received fees. Jefferies and its affiliates may provide financial advisory and/or financing services to Casper, Durational and/or their respective affiliates in the future, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of Casper, Durational and/or their respective affiliates for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.

In its public earnings announcement with respect to its financial results for each quarter, Casper has publicly issued limited short-term guidance concerning certain aspects of its expected financial performance for the following quarter and current fiscal year. However Casper has not, as a matter of course, made public disclosure of detailed forecasts or projections of its expected financial performance for extended periods due to, among other things, the inherent difficulty of accurately predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. In connection with the transaction with Durational, Casper’s senior management prepared certain unaudited prospective financial information which was provided to and considered by the Board of Directors, approved by the Board of Directors for use by Jefferies, and provided to Durational at the direction of the Board of Directors, in each case as further described below.

In June 2021, as part of its ordinary course strategic and operational long-range planning for Casper and its business, Casper’s management worked with a planning consultant and developed a long-range strategic plan for Casper to help the Board of Directors better understand potential growth opportunities for the business for fiscal years 2021 through 2026 based upon a range of marketing, pricing and penetration assumptions made at that time (the “June Long-Range Plan”). The June Long-Range Plan was provided to the Board of Directors for review and consideration, and was also provided to Jefferies. The June Long-Range Plan was not provided to Durational or any other potential acquirers.

In September 2021, management updated and made adjustments to the June Long-Range Plan to reflect, among other matters, Casper’s ongoing third quarter performance, the impact of third quarter performance and shifts in the retail bedding market leading to a reduction in management’s long-term outlook for Casper and for Casper’s ability to use cash to support growth in the business across sales channels, Casper’s significant near term cash needs, and additional input received from the Board of Directors (the “September Long-Range Plan”). The Board of Directors approved the September Long-Range Plan for use by Jefferies, and directed Jefferies to use the September Long-Range Plan in connection with its financial analyses and opinion, as described in more detail in the section “—Opinion of Jefferies LLC.” In addition, in performing its financial analyses, Jefferies also took into account that management expected Casper to raise approximately $40 million in equity in 2021 at an assumed 10% discount to market, which planned equity offering would impact Casper’s fully diluted share count. At the request of the Board of Directors, the September Long-Range Plan was also shared with representatives of Durational on October 5, 2021, in connection with their consideration of the transaction, and with certain additional participants in Casper’s evaluation of strategic alternatives, including but not limited to, Party A, Party B and Party C.

In November 2021, Casper’s management updated its performance projections for Casper for the fourth quarter of 2021 (the “Q4 Financial Forecast”) and, at Durational’s request, prepared preliminary cash flow projections for the months of January and February of 2022 (the “Cash Flow Projections”). Casper management provided the third quarter of 2021 preliminary results (the “Q3 Preliminary Results”), the Q4 Financial Forecast and the Cash Flow Projections to the Board of Directors, and at the direction of the Board of Directors, provided the updated Q4 Financial Forecasts to participants in Casper’s evaluation of strategic alternatives, including Durational. At the direction of the Board of Directors, the Cash Flow Projections were also shared with Durational. The Cash Flow Projections were based on certain assumptions, including but not limited to, (i) increases in Casper’s accounts payable outflow for 2022, (ii) increases in Casper’s inventory clearance for 2022, and (iii) Casper securing related financing waivers from Wells Fargo extending until March 31, 2022. The Cash Flow Projections illustrated Casper’s significant anticipated cash needs during the Interim Period of approximately $30 million. The September Long-Range Plan, as updated by the Q3 Preliminary Results and Q4 Financial Forecast, and provided to Durational, is reflected in the second column in the table below titled “CY2021E”.

The information and tables set forth below are included solely to give Casper stockholders access to relevant portions of the Management Projections and are not included in this proxy statement to influence any Casper stockholder to vote their shares of common stock in favor of the transaction or for any other purpose.

The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Management Projections were relied upon by the Board of Directors in connection with its consideration of the transaction. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to the Board of Directors in connection with a proposed business combination like the merger if the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not relied upon by the Board of Directors in connection with its consideration of the Merger Agreement and the Merger. Accordingly, Casper has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. In addition, the Management Projections were not prepared with a view towards complying with GAAP. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Merger.

While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond Casper management’s control. Further, given that the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include risks and uncertainties detailed in Casper’s public periodic filings with the SEC as well as risks to Casper and its business if the transaction with Durational is not consummated, including risks related to the availability of financing and Casper’s cash liquidity position, which may have a material adverse effect on Casper and its stock price. In addition, the ability to achieve the Management Projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, the availability of financing for Casper and its business and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Casper operates, and the risks and uncertainties described in the section “—Forward-Looking Statements”, all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Management Projections also reflect assumptions by Casper management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Casper business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared. Casper

Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ materially, from those shown. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that any of Casper, Durational or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Casper, Durational or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections. None of Casper, Durational or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder of Casper or other person regarding the ultimate performance of Casper compared to the information contained in the Management Projections or that forecasted results will be achieved.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Casper does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

The Management Projections were prepared by, and are the responsibility of, Casper’s management. KPMG LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections and, accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto.

In considering the recommendation of the Board of Directors that Casper Stockholders adopt the Merger Agreement, Casper Stockholders should be aware that the executive officers and directors of Casper have certain interests in the Merger that may be different from, or in addition to, the interests of Casper Stockholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated hereby, including the Merger, and in making their recommendation that Casper Stockholders approve the Merger Agreement.

The Merger Agreement provides that each Company Option, including any Company Option that accelerates and vests in connection with this Merger, that is outstanding and vested immediately prior to the Effective Time will be cancelled and converted into the right to receive the Option Consideration. Each Company Option that is unvested as of immediately prior to the Effective Time or has a per share exercise price that is equal to or greater than the Per Share Merger Consideration ($6.90) shall be cancelled for no consideration as of the Effective Time.

The Merger Agreement provides that each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively, with the PSU Consideration being calculated based on the greater of target performance and actual performance, as estimated by the Company based on the Company’s performance during the applicable performance period as of the Effective Time.

In addition, pursuant to Casper’s 2020 Equity Incentive Plan (the “2020 Plan”), 2015 Equity Incentive Plan (the “2015 Plan”) and 2014 Equity Incentive Plan (the “2014 Plan” and together with the 2015 Plan and 2020 Plan, the “Equity Plans”) if the successor corporation refuses to assume or substitute outstanding awards under the Equity Plans in connection with a change in control, the then-unvested equity awards shall become fully vested effective immediately prior to the change in control (which includes the Merger).

Pursuant to Casper’s non-employee director compensation policy, all then-unvested equity awards held by Casper’s non-employee directors will fully vest immediately prior to a change in control (which includes the Merger).

For an estimate of the value of unvested equity awards held by named executive officers that would be cancelled in exchange for Merger consideration assuming that the Merger occurs on November 18, 2021, see “—Quantification of Payments and Benefits to Casper’s Named Executive Officers” below.

We estimate that the value of unvested restricted stock unit awards held by Mr. Truppman, Mr. Parikh, and Mr. Chapin (each, a current or former executive officer who is not a named executive officer) that would be cancelled in exchange for RSU Consideration assuming that the Merger occurs on November 18, 2021 is $830,346, $265,388, and $265,388, respectively. None of these executive officers holds in-the-money Company Options and as a result, none will receive any Option Consideration in respect of his Company Options.

Neither Mr. Parikh nor Mr. Chapin are currently employed by the Company, however, each such former executive officer continues to hold outstanding equity awards in the Company while they continue to provide services to the Company (Mr. Parikh as a member of the Board of Directors and Mr. Chapin as an advisor), and therefore will receive the RSU Consideration in exchange for the cancellation of their outstanding equity awards as described above. Mr. MacFarlane, Mr. Brown and Ms. Wolfson are no longer employed by the Company and do not hold any outstanding equity awards that will be cancelled in exchange for consideration in the Merger.

We estimate that the aggregate value of unvested restricted stock unit awards held by all non-employee directors of Casper (with the exception of Mr. Parikh, as described above) that would vest and receive the RSU Consideration assuming that the Merger occurs on November 18, 2021 is $780,638. No non-employee director of Casper holds in-the-money Company Options and as a result, the non-employee directors will not receive any Merger consideration in respect of his or her Company Options.

Pursuant to Ms. Arel’s employment agreement with Casper, Ms. Arel is entitled to certain payments and benefits upon a termination of employment effected by Casper without “cause” or by Ms. Arel for “good reason” (each as defined in her employment agreement). These payments and benefits will be subject to Ms. Arel’s execution and non-revocation of a general release of claims in a form prescribed by Casper and her continued compliance with the restrictive covenants set forth in her employment agreement.

Casper has entered into Executive Severance and Change in Control Agreements (“Severance Agreements”) with Mr. Monahan and Mr. Truppman, which entitle the executive officers to certain payments and benefits upon a termination of employment effected by Casper without “cause” or by the executive for “good reason” (each as defined in the applicable Severance Agreement). These payments and benefits will be subject to the executive officer’s execution and non-revocation of a general release of claims in a form prescribed by Casper.

If the termination occurs during the period beginning on the date of the “change in control” (as defined in the Severance Agreements, and which includes the Merger) and ending 12 months thereafter, the executive officer will be entitled to receive the following:

On November 14, 2021, we entered into a transition and release of claims agreement (the “Krim Transition Agreement”) with Mr. Krim pursuant to which he resigned from the role of our Chief Executive Officer, effective November 15, 2021, and transitioned to the role of Non-Executive Chairman of the Board of Directors. Assuming the Merger is consummated, Mr. Krim will terminate employment with us on the date of the closing of the Merger. Pursuant to Mr. Krim’s employment agreement with Casper, Mr. Krim was entitled to the payments and benefits outlined below upon a termination of employment effected by Casper without “cause” or by Mr. Krim for “good reason” (each as defined in his employment agreement) during the period commencing three months prior to and ending 12 months following a “change in control” (as defined in Mr. Krim’s employment agreement, and which includes the Merger). These payments and benefits will be subject to Mr. Krim’s execution and non-revocation of a general release of claims in a form prescribed by Casper and Mr. Krim’s continued compliance with the restrictive covenants set forth in his employment agreement. Pursuant to the Krim Transition Agreement, we agreed to provide Mr. Krim with these double trigger severance benefits, assuming the Merger is consummated and subject to the conditions set forth in his employment agreement, which include the following:

On November 14, 2021, we entered into a transition and release of claims agreement (the “Truppman Transition Agreement”) with Mr. Truppman pursuant to which he will resign from the role of our General Counsel and Secretary, effective January 1, 2022 and will become a consultant to the Company through June 30, 2022. Pursuant to the Truppman Transition Agreement, we agreed to provide Mr. Truppman with the severance benefits he would be entitled to upon his termination of employment under his Severance Agreement; however, given that his separation date will occur prior to the consummation of the Merger, he will be entitled to receive the following in lieu of the enhanced severance benefits outlined above in the section titled “Severance and Change in Control Agreements”:

In addition, in consideration for Mr. Truppman’s agreement to provide consulting services following his termination of employment, pursuant to the Truppman Transition Agreement, we agreed to provide him with the following additional benefits:

To the extent the Merger is consummated during Mr. Truppman’s consulting period, all of his unvested equity awards will be cancelled in exchange for the Option Consideration or RSU Consideration, as applicable.

In connection with the Merger, the Board of Directors approved supplemental bonus awards to Ms. Arel and Mr. Monahan in the amounts of $600,000 and $500,000, respectively. These bonuses were granted to Ms. Arel pursuant to her employment agreement and to Mr. Monahan pursuant to a letter agreement, and will be paid to each such named executive officer within 30 days following the earliest to occur of the one-year anniversary of the consummation of the Merger or the executive officer’s termination of employment by the Company without “cause” or resignation for “good reason,” or due to the executive officer’s death or disability (each as defined in the applicable agreement), subject to the executive officer’s continued employment with the Company through such date.

Pursuant to the terms of the Merger Agreement, Casper’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Any Casper executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Parent or the Surviving Corporation following the closing of the Merger may

The table below sets forth the amount of payments and benefits that each of Casper’s named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each named executive officer experienced a qualifying termination on November 18, 2021 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (ii) a per share price of Casper common stock of $6.90 (the Per Share Merger Consideration); (iii) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; (iv) equity awards that are outstanding as of November 18, 2021 remain outstanding; and (v) no amount is reduced on amount that it would make the named executive officer better off on an after-tax basis being cut back than paying the excise tax under Section 4999 of the Code. The calculations in the table below do not include any amounts that the named executive officers were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time of the Merger. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may differ materially from the amounts set forth below.

For purposes of this discussion, “single trigger” refers to benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to benefits that require two conditions, which are the completion of the Merger and a qualifying termination. Payments of double trigger benefits are contingent on the named executive officer signing and not revoking a release of claims in favor of Casper, as described above under “—Casper Severance and Change in Control Arrangements.”

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $415,000,000. This amount includes funds needed to consummate the Merger and make all payments required to be made in connection therewith on the Closing Date, including: (1) payment to Casper Stockholders the amounts due under the Merger Agreement for their Casper common stock, (2) payments in respect of our outstanding Company RSU Awards and Company PSU Awards at closing of the Merger pursuant to the Merger Agreement, (3) payments in respect of our outstanding Company Options payable at closing of the Merger pursuant to the Merger Agreement, (4) payments to refinance certain existing indebtedness of the Company and (5) payment of all other amounts to be paid by Parent and Merger Sub pursuant to the Merger Agreement in connection with the Closing and associated costs and expenses of the Merger (collectively, the “Required Amount”).

Parent and Merger Sub have obtained committed financing consisting of (i) equity to be provided by the Durational Vehicle pursuant to the terms of the Equity Commitment Letter and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the lenders party thereto. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Casper copies of the Financing Letters. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent and Merger Sub under the Merger Agreement.

Pursuant to the Equity Commitment Letter, the Durational Vehicle has committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $372,150,000 for the purpose of funding the Required Amounts. The obligation of the Durational Vehicle to provide the equity financing under the Equity Commitment Letter is subject to a number of conditions, including, but not limited to: (i) satisfaction or written waiver by Casper, Parent and Merger Sub, as applicable, of each of the conditions to the obligations of Casper, Parent and Merger Sub to consummate the Merger set forth in Section 7.1 and

The obligation of the Durational Vehicle to fund the Equity Financing will automatically and immediately terminate upon the earliest to occur of: (i) the consummation of the closing of the Merger, including payment in full of all payment obligations of Parent and Merger Sub required to be paid at the closing of the Merger under the Merger Agreement, (ii) the valid termination of the Merger Agreement pursuant to and in accordance with its terms or (iii) Casper, its affiliates or any of its or their direct or indirect equityholders asserting a written claim against the Durational Vehicle, any affiliate of the Durational Vehicle or Parent in connection with the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee or the transactions contemplated thereby.

Pursuant to the Equity Commitment Letter, to the extent an investor fails to fund when required under the equity commitment letter with such investor and the Merger Agreement, the Durational Vehicle has committed to enforce its right to cause the commitments under such equity commitment letters to be funded to the Durational Vehicle in accordance with such equity commitment letter(s) and subject to the limitations and conditions set forth in such equity commitment letter(s) and the Merger Agreement.

Casper is an express third-party beneficiary of the Equity Commitment Letter and may rely upon and enforce Parent’s right to cause the commitment under the Equity Commitment Letter by the Durational Vehicle to be funded to Parent in accordance with the Equity Commitment Letter subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

The Debt Commitment Letter provides that the lenders party thereto will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $100,000,000 in debt financing ($75,000,000 of which will be available at the closing of the Merger), consisting of the following:

We refer to the debt financing described above as the “Debt Financing.” The proceeds of the Debt Financing will be used on the Closing Date (i) to pay the consideration in connection with the Merger, the fees and expenses incurred in connection with the Merger and related transactions and to consummate the repayment in full and termination of the Credit Facilities and (ii) for working capital and for other general corporate purposes.

The obligations of the lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including, but not limited to (as applicable):

As of the date hereof, the documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.

Pursuant to the Limited Guarantee, the Durational Vehicle has agreed to guarantee the Parent’s obligation to pay: (1) to the Company the Parent Termination Fee (as defined under the caption “The Merger—Termination Fee”) pursuant to and in accordance with the terms of the Merger Agreement and (2) the Reimbursement Obligations (as defined under the caption “Proposal 1: Adoption of the Merger Agreement—Cooperation with Debt Financing”). We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Durational Vehicle under the Limited Guarantee are subject to an aggregate cap equal to $24,375,000. Further, pursuant to the Limited Guarantee, to the extent that an investor fails to fund their respective portion of the Guaranteed Obligations when such obligations become due and payable pursuant to the Limited Guarantee, the Durational Vehicle has agreed to enforce any and all obligations pursuant to the equity commitment letter entered into with such investor to be funded to the Durational Vehicle in accordance with such equity commitment letter(s) and subject to the limitations and conditions set forth in such equity commitment letter(s), the Limited Guarantee and the Merger Agreement.

The closing of the Merger will take place (a) remotely at 9:00 a.m., Eastern time, on the fifth business day following the satisfaction or waiver of all conditions to closing of the Merger (as described in the section of this proxy statement captioned under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions or (b) such other time agreed to in writing by Parent, Casper and Merger Sub.

If the Merger is consummated, Casper Stockholders who continuously hold shares of Casper common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement or consent thereto in writing and who are entitled to demand and have properly demanded appraisal of their shares pursuant to, and who have complied in all respects with, Section 262 of the DGCL (“Section 262”), and who do not fail to perfect or waive, withdraw or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their Casper common stock in connection with the Merger under Section 262. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of Casper common stock unless otherwise expressly noted herein. Only a holder of record of shares of Casper common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of Casper common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Casper common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, holders of shares of Casper common stock who: (i) submit a written demand for appraisal of their shares; (ii) do not vote in favor of the adoption of the Merger Agreement or consent thereto in writing; (iii) continuously are the record holders of such shares through the Effective Time; and (iv) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Casper common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all Casper Stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued, perfected and which otherwise meet the criteria set out in Section 262 for entitlement to appraisal exceeds 1% of the outstanding shares of Casper common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Merger Consideration in respect of the shares of Casper common stock for which appraisal rights have been pursued, perfected and which otherwise meet the criteria set out in Section 262 for entitlement to appraisal exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each Casper Stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Casper’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of Casper common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration described in

Stockholders wishing to exercise the right to seek an appraisal of their shares of Casper common stock must do ALL of the following:

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Any holder of shares of Casper common stock wishing to exercise appraisal rights must deliver to Casper, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement or consent thereto in writing. A holder of shares of Casper common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Casper Stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Casper common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Casper common stock must be executed by or on behalf of the holder of record, and must reasonably inform Casper of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one (1) person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

Any holder of shares of Casper common stock who has delivered a written demand to Casper and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Casper a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and Casper, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Merger Consideration being offered pursuant to the Merger Agreement.

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of Casper common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement or consented thereto in writing, that the Merger has become effective and the effective date thereof.

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of Casper common stock who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Casper common stock. Accordingly, any holders of shares of Casper common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Casper common stock within the time and in the manner prescribed in Section 262. The failure of a holder of Casper common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

If a petition for an appraisal is duly filed by a holder of shares of Casper common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the court. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

After determining the holders of Casper common stock entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Casper common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither Casper nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of Casper and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Casper common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of Casper common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of Casper common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Casper common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Casper common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Casper common stock whose shares are converted into the right to receive cash pursuant to the Merger, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS regarding any matter discussed below.

This discussion is limited to U.S. Holders and Non-U.S. Holders who hold their shares of Casper common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a beneficial owner of shares of Casper common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, partners in partnerships holding shares of Casper common stock should consult their tax advisors as to the particular tax consequences to them of the Merger.

This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Casper common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The receipt of cash by a U.S. Holder in exchange for shares of Casper common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Casper common stock surrendered pursuant to the Merger by such U.S. Holder. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Casper common stock, reduced (but not below zero) by the amount of distributions previously received (if any) that were not treated as dividends for U.S. federal income tax purposes. A U.S. Holder’s gain or loss on the disposition of shares of Casper common stock generally will be characterized as capital gain or loss. Any such gain or loss will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger. The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of Casper common stock (shares of Casper common stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

This section applies to “Non-U.S. Holders.” For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Casper common stock that is not a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates generally applicable to U.S. persons. A Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe Casper currently is not a USRPHC. Because the determination of whether Casper is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance Casper currently is not a USRPHC or will not become one. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of Casper common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if Casper common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of Casper common stock throughout the shorter of the five-year period ending on the date of the Merger or the Non-U.S. Holder’s holding period.

Information reporting and backup withholding may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder who furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 or otherwise establishes an exemption, or (ii) a Non-U.S. Holder who provides a certification of such holder’s non-U.S. status on the applicable IRS Form W-8 or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Copies of information returns that are filed with the IRS may be made available to the tax authorities of the country in which a Non-U.S. Holder resides or is established.

Casper and Parent have agreed to use reasonable best efforts to take all reasonable actions and to do all reasonable things necessary under applicable law to consummate the Merger as promptly as practicable, including to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until Casper and Parent each file a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”), and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or DOJ issues a request for additional information and documents (which we refer to as the “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

Casper and Marlin Parent, Inc. each filed a Notification and Report Form with respect to the Merger with the FTC and DOJ on [       ]. The waiting period with respect to such Notification and Report Forms under the HSR Act will expire at 11:59 p.m., Eastern time on [       ].

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Closing Date (as defined in the section of this proxy statement captioned “—Closing and Effective Time”): (i) Merger Sub will be merged with and into Casper, with Casper becoming a wholly-owned subsidiary of Parent; (ii) the separate corporate existence of Merger Sub will thereupon cease; and (iii) Casper will continue as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Casper and Merger Sub, and all of the debts, liabilities and duties of Casper and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the initial officers of the Surviving Corporation will be the officers of Casper as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed. At the Effective Time, the certificate of incorporation of Casper as the Surviving Corporation will be amended and restated in its entirety to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

The closing of the Merger will take place (a) remotely at 9:00 a.m., Eastern time, on the fifth business day following the satisfaction or waiver of all conditions to closing of the Merger (as described in the section of this

On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective at the Effective Time.

At the Effective Time, and without any action required by any stockholder, each share of Casper common stock (other than Excluded Shares, which include, among other things, shares of Casper common stock owned by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and who have complied in all respects with, Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive the Per Share Merger Consideration, subject to any applicable withholding taxes.

The Merger Agreement provides that each Company Option that is vested, including any Company Option that accelerates and vests in connection with the Merger, and outstanding and exercisable immediately prior to the Effective Time shall be cancelled and converted into the right to receive the Option Consideration. Each Company Option that is unvested or has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective Time.

Each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively (with the PSU Consideration being calculated based on the greater of target performance and actual performance, as estimated by the Company based on the Company’s performance during the applicable performance period as of the Effective Time).

At the Effective Time, each Company Warrant will automatically be cancelled for no consideration, and the Company Warrant Agreements will be automatically terminated.

In connection with the execution and delivery of the Merger Agreement, Casper would be required to take the following actions under its ESPP: (i) ensure no new participants will commence participation in the ESPP after November 14, 2021; (ii) ensure no participant will be allowed to increase his or her payroll contribution rate in effect as of November 14, 2021 or make separate non-payroll contributions on or following such date; and (iii) ensure no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after November 14, 2021. However, as of the date hereof, no offering period has commenced under the ESPP and there are no active participants. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time.

Prior to the closing of the Merger, Parent will select a transfer agent or such other bank or trust company, reasonably acceptable to Casper (the “Payment Agent”) to make payments of the Per Share Merger Consideration to Casper Stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent cash sufficient to pay the aggregate Per Share Merger Consideration to Casper Stockholders.

Promptly following the Effective Time (and in any event within five (5) business days after the Closing Date), the Payment Agent will mail to each holder of record of Casper common stock (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of Casper common stock represented by such holder’s certificate(s) or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to stockholders may be subject to any applicable withholding taxes.

Some of the representations and warranties in the Merger Agreement made by Casper are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Casper, any change, event, effect, development, condition, fact, state of facts, occurrence or circumstance that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on (i) the ability of the Casper Group Members to perform their material obligations under, or to consummate the transactions contemplated by, the Merger Agreement or (ii) the business, financial condition or results of operations of the Casper Group, taken as a whole, except that, solely with respect to clause (ii), no changes, events, effects, developments, conditions, facts, states of facts, occurrences or circumstances with respect to the following matters (by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject to the limitations set forth below):

except, with respect to bullets 1-6, 10, and 11 above, to the extent that such change, event, effect, development, condition, fact, state of facts, occurrence or circumstance has had a disproportionate adverse effect on the Casper Group relative to other companies operating in the industry or industries in which the Casper Group conducts business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred or would reasonably be expected to occur a Company Material Adverse Effect.

In the Merger Agreement, Casper has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Casper that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

The Merger Agreement provides that, except: (i) as expressly contemplated by the Merger Agreement; (ii) as required by applicable law; (iii) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iv) as disclosed in the confidential disclosure letter to the Merger Agreement; or (v) for any reasonable actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or the COVID-19 Measures, during the period of time between the date of the signing of the Merger Agreement and the first to occur of the Effective Time and the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), Casper will and will cause each of its subsidiaries to:

In addition, Casper has also agreed that, except: (i) as approved in writing in advance by Parent (which approval, except in certain specified circumstances, will not be unreasonably withheld, conditioned or delayed); (ii) as disclosed in the confidential disclosure letter to the Merger Agreement; (iii) as required by applicable law; or (iv) as contemplated by the terms of the Merger Agreement, during the Interim Period, Casper will not, among other things (and subject to certain exceptions):

From the Agreement Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Casper Group Members will not, will cause their respective officers and directors not to, and will instruct and use reasonable best efforts to cause their other respective representatives not to, directly or indirectly:

In addition, Casper has agreed to cease and cause to be terminated any discussions or negotiations with any third person and its representatives relating to any Acquisition Proposal or Acquisition Transaction, promptly (and in any event, within three (3) business days of the Agreement Date) request the prompt return or destruction of all non-public information concerning the Casper Group furnished to any person with whom a confidentiality agreement with respect to any inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal was entered into prior to the date of the Merger Agreement and will cease providing any further information with respect to Casper or any Acquisition Proposal to any such third person or its representatives and will immediately terminate all access granted to any such third person or its representatives to any physical or electronic data room (or any other diligence access).

Notwithstanding these restrictions, under certain specified circumstances, from the Agreement Date until the adoption of the Merger Agreement by Casper Stockholders, Casper and the Board of Directors may, directly or indirectly through one or more of their representatives, participate or engage in negotiations with, furnish any non-public information relating to the Casper Group pursuant to an Acceptable Confidentiality Agreement to any person (or its representatives) that had made or delivered to the Company a bona fide written Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) with such Acquisition Proposal (in each case, if requested by such person) and such Acquisition Proposal did not result from any breach of Casper’s non-solicitation obligations pursuant to the Merger Agreement (provided that Casper and its representatives may contact any third person in writing to clarify any ambiguous terms and conditions of an Acquisition Proposal which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal) if (and only if), subject to complying with certain procedures described in the subsequent paragraph, the Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would be reasonably likely to lead to a Superior Proposal, and, (after consultation with its outside legal counsel) in each case, the failure to take such actions in respect of such Acquisition Proposal would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties under applicable law.

Prior to the adoption of the Merger Agreement by Casper’s stockholders (but not after such adoption), Casper is entitled to terminate the Merger Agreement for the purpose of entering into a definitive agreement in respect of a Superior Proposal only if it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four (4)-business-day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If Casper terminates the Merger Agreement prior to the adoption of the Merger Agreement by Casper Stockholders for the purpose of entering into an agreement in respect of a Superior Proposal, Casper must pay a $9,140,000 termination fee to Parent, so long as the Company has complied in all material respects with the non-solicitation provisions set forth in the Merger Agreement.

“Acceptable Confidentiality Agreement” means an agreement with Casper that is either (i) in effect as of the Agreement Date; or (ii) executed, delivered and effective after the Agreement Date, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information of or with respect to the Company to keep such information confidential (subject to customary exceptions); provided, however, that, the provisions contained therein are not materially less favorable to the Company in the aggregate than the terms of the confidentiality agreement between Durational and Casper (it being understood that such agreement need not contain any “standstill” or similar provisions that prohibit the making of any Acquisition Proposal).

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving:

“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction that (i) was not the direct or indirect result or effect of a material violation of the non-solicitation provisions of the Merger Agreement and (ii) is on terms that the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing), the identity of the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors (or a committee thereof) deems relevant, and, if consummated, would be more favorable from a financial point of view to the Company Stockholders (in their capacity as such) than the transactions contemplated by the Merger Agreement (taking into account any revisions to the Merger Agreement made or proposed in writing by Parent prior to the time of such determination in accordance with the non-solicitation provisions of the Merger Agreement). For purposes of the reference to an “Acquisition Proposal” in this definition, (x) all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (y) all references to “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Casper common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change except as described below.

For the avoidance of doubt, none of the following, among other things, will constitute a Company Board Recommendation Change: (i) a “stop, look and listen” communication by the Board of Directors (or a committee thereof) to Casper Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication), (ii) public disclosure by Casper of the fact that Casper is in receipt of an Acquisition Proposal, (iii) the determination by the Board of Directors (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal, solely to the extent such determination is not publicly disclosed by Casper, or (iv) delivery by the Company to Parent of any notice related to an Intervening Event (as defined in this section of this proxy statement below) or Superior Proposal as set forth below.

Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may effect a Company Board Recommendation Change if there has been an Intervening Event if the Board of Directors (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties under applicable law.

The Board of Directors may only effect a Company Board Recommendation Change for an Intervening Event if:

In addition, the Board of Directors may effect a Company Board Recommendation Change or authorize Casper to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal substantially concurrently with the termination of the Merger Agreement in response to a bona fide Acquisition Proposal that has not been withdrawn that the Board of Directors (or a committee thereof) has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case if and only if:

For purposes of this proxy statement and the Merger Agreement, an “Intervening Event” means any material event, fact, circumstance, development or occurrence that was (i) not known to, or reasonably foreseeable by, the Board of Directors as of the date of the Merger Agreement but becomes known to the Casper Board after the date of the Merger Agreement; and (ii) does not relate to (A) any inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (B) the fact, in and of itself, that Casper meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement, or changes after the date of the Merger Agreement in the market price of Casper common stock or trading volume of the Casper common stock or credit rating of Casper, it being understood that the underlying cause of any of the foregoing in clause (B) may be considered and taken into account.

The Merger Agreement provides that for a period commencing at the Effective Time and ending on December 31, 2022 (or, if sooner, on the date of termination of employment of the relevant Casper employee who continues to be an employee following the consummation of the Merger (such employee, a “Continuing Employee”)), Parent will provide, or cause to be provided, to each Continuing Employee, (i) base salary and base wages, each on a basis no less favorable than that in effect immediately prior to the Effective Time, and (ii) other compensation and employee benefits (excluding equity or equity-based, defined benefit pension, severance, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation (the “Excluded Benefits”)) that are substantially comparable in the aggregate to such employee benefits provided to such Continuing Employees immediately prior to the Effective Time. For a period commencing at the Effective Time through December 31, 2022 (or, if earlier, the date of termination of employment), Parent will provide, or cause to be provided, Continuing Employees with severance benefits generally consistent with the Company’s Change in Control Severance Policy currently in effect (the “Severance Policy”), subject to certain amendments that Casper has agreed to make prior to the Closing.

All Continuing Employees will be eligible to continue to participate in the Surviving Corporation’s or a subsidiary’s health and welfare benefit plans (to the same extent such Continuing Employees were eligible to participate under the health and welfare benefits plans of the Company or a subsidiary immediately prior to the Effective Time); however, (i) Parent, its affiliates or the Surviving Corporation may amend, modify or terminate, in accordance with its terms, any benefit or compensation arrangement at any time assumed, established, sponsored or maintained by any of them, subject to the requirements set forth in the paragraph directly above, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan in the plan year in which the Effective Time occurs, then the Continuing Employees shall be eligible to participate in the Surviving Corporation’s (or a subsidiary’s) health and welfare benefit plans to the extent that coverage under such plans is replacing comparable coverage under an Employee Plan in which such Continuing Employee participated immediately before the Effective Time or its subsidiaries.

To the extent that service is relevant under any 401(k) or other health and welfare benefit plan of Parent or subsidiary of Parent and/or the Surviving Corporation, then Parent shall generally ensure that such benefit plan shall, for purposes of eligibility to participate and vesting, credit Continuing Employees for their years of service prior to the Effective Time with Casper, its subsidiaries or their respective predecessors. With respect to any group medical or welfare plans maintained by Parent or its subsidiaries in which the Continuing Employees participate following the Effective Time and in the plan year in which the Effective Time occurs, Parent will, and will cause the Surviving Corporation and any of its subsidiaries to use reasonable best efforts to (i) cause there to be waived any eligibility requirements or pre-existing condition limitations or waiting period requirements under

Under the Merger Agreement, Parent, Merger Sub and Casper have agreed to use, and agreed to cause their respective affiliates to use, reasonable best efforts to take all actions, do all things and assist and cooperate with the other parties, in each case as necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.

Pursuant to the Merger Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the financing described in the Debt Commitment Letter.

If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter and such portion is necessary to fund the Required Amount on the Closing Date (after taking into account any available Equity Financing, other committed financing or other sources of cash then available), Parent shall promptly notify the Company in writing and Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain, prior to the Termination Date, alternative debt financing from the same or alternative sources in an amount sufficient, together with the remaining available financing, to fund the Required Amount on the Closing Date and with terms and conditions (including market “flex” provisions) not less favorable to Parent and Merger Sub (or their respective affiliates) than the terms and conditions set forth in the Debt Commitment Letter.

In connection with the efforts of Parent and Merger Sub to arrange the financing, prior to the Closing Date, the Company shall use its reasonable best efforts, and shall cause its subsidiaries to and use its reasonable best efforts to cause its and their respective representatives to use its reasonable best efforts to, provide to Parent and Merger Sub, in each case at Parent’s sole cost and expense but subject to the Reimbursement Obligations, such necessary, advisable or customary cooperation as is reasonably requested by Parent in connection with the arrangement of the Debt Financing, including: (i) causing senior management of the Company, with appropriate seniority and expertise, to assist in preparation for and participate in a reasonable number of investor and lender meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing and assisting Parent in obtaining ratings in connection with the Debt Financing; (ii) (A) providing assistance with the preparation by Parent and the lenders party to the Debt Commitment Letter of materials for rating agency presentations, bank information memoranda, syndication memoranda, lender presentations and other customary marketing materials required in connection with the Debt Financing and (B) providing customary authorization letters authorizing the distribution of information to prospective lenders and investors; (iii) cooperating reasonably with the due diligence of the lenders party to the Debt Commitment Letter, to the extent customary and reasonably requested; (iv) assisting Parent in connection with Parent’s preparation of pro forma financial statements of the Casper Group of the type necessary or reasonably requested by the lenders party to the Debt Commitment Letter to be included in any bank information memoranda or other customary marketing materials, including by providing such financial and other pertinent information regarding the Casper Group subsidiaries and their respective businesses; (v) (A) assisting in the preparation, execution and delivery of definitive financing documents, including any credit agreement, notes, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the Debt Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officer) of the Company) and other customary documents as may reasonably be requested by Parent or the lenders party to the Debt Commitment Letter and (B) facilitating the pledge of or, grant of security interests in and obtain perfection of any liens on collateral in connection with the Debt Financing; (vi) providing all documentation and other information about Casper and its subsidiaries as is reasonably requested under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and Customer Due Diligence Requirements for

Notwithstanding the foregoing, subject to certain exceptions set forth in the Merger Agreement, (i) in no event shall any Casper Group Member be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of the Casper Group; (ii) no obligation of any Casper Group Member or any of their respective representatives on account of the Debt Financing shall be effective until the Closing Date (other than in connection with the delivery of customary authorization letters); (iii) in no event shall any Casper Group Member be required to pay any commitment or other fee (excluding in connection with any authorization letters), enter into any definitive agreement or agree to provide any indemnity (that is not being indemnified pursuant to the reimbursement obligations set for in the Merger Agreement) in connection with the Debt Financing that is effective, prior to the Closing Date; (iv) such cooperation shall not require any action that would conflict with or violate Casper’s or any of its subsidiaries’ organizational documents or any applicable laws or result in, prior to the Closing Date, the contravention of any material contract to which any Casper Group Member is a party; (v) neither any Casper Group Member nor any persons who is a director, officer or employee of any Casper Group Member shall be required to (x) pass resolutions or consents (except those which are subject to the occurrence of the closing of the Merger passed by directors or officers continuing in their positions following the closing of the Merger) or (y) execute any document (excluding customary authorization letters) or contract prior to the occurrence of the closing of the Merger in connection with the Debt Financing; (vi) none of any Casper Member or any of their respective representatives shall be required to disclose or provide any information in connection with the Debt Financing, the disclosure of which, in the judgement of Casper, is subject to attorney-client privilege or could result in the disclosure of any trade secret or the violation of any confidentiality obligation; (vii) none of any Casper Group Member or any of their respective representatives shall be required to deliver any legal opinion in connection with the Debt Financing; (viii) none of any Casper Group Member or any of their respective representatives shall be required to take any action that would cause any Casper Group Member to breach any representation, warranty, covenant or agreement in the Merger Agreement; and (ix) none of any Casper Group Member or any of their respective representatives shall be required to take any action that would reasonably be expected to cause any director, officer or employee or stockholder of any Casper Group Member to incur personal liability.

Parent will, in the event the closing of the Merger does not occur, (x) promptly, upon request by Casper, reimburse Casper for all reasonable and documented out-of-pocket costs and expenses incurred by any Casper Group Member or their respective representatives in connection with the cooperation of the Casper Group and their respective representatives contemplated by the financing cooperation covenant in the Merger Agreement (it being understood that such reimbursement will not apply to any fees, costs and expenses incurred by, or on behalf of, Casper in connection with its ordinary course financial reporting requirements); and (y) indemnify and hold harmless Casper, its subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of (I) the fraud, bad faith, gross negligence or willful misconduct or (II) information provided by or on behalf of any Casper Group Member or any of their respective representatives. We refer to the obligations set forth in the preceding sentence as the “Reimbursement Obligations.”

Prior to the Effective Time, Casper shall (a) deliver (or cause to be delivered) notices of prepayment and/or termination of (i) that certain Credit Agreement, dated as of November 10, 2020, by and among the Company, the borrowers named therein, the guarantors named therein, Wells Fargo Bank, National Association, agent, L/C

From and after the Effective Time, Parent and the Surviving Corporation will, to the fullest extent permitted under applicable law, (i) indemnify and hold harmless each person who was at November 14, 2021, was previously, or during the period from November 14, 2021 through the Effective Time will be, serving as a director or officer of Casper Group Member and any person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any of Casper Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim (as defined in the Merger Agreement) and any losses, claims, damages, liabilities, judgments, fines, penalties and amounts paid in settlement and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim and (ii) advance costs and expenses (including attorneys’ fees) as incurred by the Covered Persons in connection with any D&O Claim.

In addition, prior to the Effective Time, Casper may obtain and prepay the premium for a six-year “tail” insurance policy for D&O claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time. If Casper fails to obtain such tail policy prior to the Effective Time, Parent will cause the Surviving Corporation to obtain such a tail policy. Any such tail policy must have at least the same coverage and amounts and contain terms and conditions that are no less favorable to the covered individuals as the Casper Group’s existing directors’ and officers’ insurance policy or policies with a claims period of six (6) years from the Effective Time. Notwithstanding the foregoing, in no event will the Casper Group (or Parent, as applicable) be required to expend a premium in excess of 300% of the aggregate annual amount currently paid by the Casper Group for such insurance (the “Maximum Premium”) and, if the annual premium of such insurance coverage exceeds such maximum amount, Parent, the Company and/or the Surviving Corporation will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Maximum Premium.

Casper has agreed to take all necessary action (in accordance with applicable law, Casper’s organizational documents and the rules of the NYSE) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting as promptly as reasonably practicable following the mailing of this proxy statement for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of Casper common stock that is required to adopt the Merger Agreement.

Casper will: (i) provide Parent with prompt written notice of all stockholder litigation relating to the Merger Agreement (including by providing copies of all pleadings with respect thereto); (ii) keep Parent reasonably informed with respect to the status thereof; (iii) give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement or prosecution of any such litigation; and (iv) consult with Parent with respect to the defense, settlement or prosecution of such litigation. Casper may not settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

The obligations of Parent and Merger Sub, on the one hand, and Casper, on the other hand, to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

In addition, the obligation of Casper to consummate the Merger is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve the Company or Parent from any liability for any actual and intentional fraud or willful and material breach of the Merger Agreement prior to its termination. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between Durational and Casper or the Limited Guarantee, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Parent will be entitled to receive a termination fee of $9,140,000 from Casper if the Merger Agreement is terminated:

Casper will be entitled to receive a termination fee of $24,375,000 from Parent (the “Parent Termination Fee”) if the Merger Agreement is terminated:

Parent, Merger Sub and Casper agree that irreparable damage, for which monetary damages even if available would not be an adequate remedy, would occur in the event that the parties do not timely perform the provisions of the Merger Agreement (including any party failing to take such actions as are required of it in order to consummate the Merger Agreement). Parent, Merger Sub and Casper acknowledge and agree that: (1) the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions thereof; (2) the fees and expenses provisions of the Merger Agreement are not intended to and would not diminish or otherwise impair in any respect any party’s right to an injunction, specific performance and other equitable relief; and (3) the right of specific enforcement is an integral part of the Merger and without that right, neither Casper nor Parent would have entered into the Merger Agreement. It is explicitly agreed that, subject to the limitations of the next two sentences, Casper will have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s and Merger Sub’s obligations to consummate the Merger and cause the equity financing to be funded (including to cause Parent to enforce the obligations of the Durational Vehicle under the Limited Guarantee in order to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letter) subject to the terms and conditions set forth therein and in the Merger Agreement. Notwithstanding the foregoing and subject to the rights of the parties to the definitive agreements for the Debt Financing under the terms thereof, none of Casper and its affiliates and their direct and indirect equityholders shall be entitled to directly seek the remedy of specific performance of the Merger Agreement against any source of the Debt Financing. Without limiting the application of the immediately preceding sentence, but otherwise notwithstanding anything else to the contrary in the Merger Agreement, it is explicitly agreed that the right of Casper to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to consummate the Merger and the Closing and to cause the Equity Financing to be funded to fund a portion of the amount required to consummate the Merger and to make all payments required to be made in connection therewith (but not the right of Casper to seek such injunctions, specific performance or other equitable remedies for any other reason) shall be subject to the requirements that (i) all of the (x) joint conditions to Parent, Merger Sub and Casper’s obligations to consummate the Merger and (y) conditions to Parent’s and Merger Sub’s obligations to consummate the Merger, in each case, have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), (ii) the Debt Financing has been funded in full in accordance with the terms and conditions thereof or would be required to be funded in full in accordance with the terms and conditions of the Debt Commitment Letter if the Equity Financing is funded and (iii) Casper has irrevocably confirmed in writing that if the Equity Financing and Debt Financing are funded, the Company is ready, willing and be able to consummate the Merger and the Closing and take all actions that are required of it by this Agreement to consummate the Merger and the Closing pursuant to the terms of the Merger Agreement on the date of the written notice and throughout the immediately subsequent three business day period.

Parent, Merger Sub and Casper agree not to raise any objections to (1) the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement by Casper, on the one hand, or Parent and Merger Sub, on the other hand; and (2) the specific performance of the terms and provisions of the Merger Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to the Merger Agreement. Any party seeking an injunction or injunctions to prevent breaches of the Merger

The collective monetary damages of Parent, Merger Sub or any of their affiliates for breaches (including any willful breach) under the Merger Agreement (taking into account the payment of the Parent Termination Fee pursuant to the Merger Agreement), the Limited Guarantee or the Equity Commitment Letter will not exceed, in the aggregate for all such breaches, an amount equal to $24,375,000. If the Merger Agreement is terminated pursuant to its terms, Parent’s receipt of the Company Termination Fee ($9,140,000), if payable, will be the sole and exclusive remedy of Parent for breaches (excluding actual and intentional fraud and willful and material breach) under the Merger Agreement (taking into account the payment of the termination fee, if applicable). Notwithstanding such limitations on liability for monetary damages, Parent, Merger Sub and Casper may be entitled to an injunction, specific performance or other equitable relief as provided in the Merger Agreement.

Except in specified circumstances, whether or not the Merger is completed, Casper, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement may be amended by the parties in an executed written instrument at any time before or after adoption of the Merger Agreement by the Casper Stockholders. However, after adoption of the Merger Agreement by the Casper Stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.

The Merger Agreement is governed by Delaware law, except that any disputes arising out of the Debt Commitment Letter or the Debt Financing involving or relating to any Debt Financing source shall be governed by New York law.

The Voting Agreement Stockholders, which collectively owned approximately 28% of the outstanding Casper common stock as of November 14, 2021, entered into the Voting and Support Agreement with Parent and Casper, a copy of which is attached as Annex D to this proxy statement. Pursuant to the Voting and Support Agreement, the Voting Agreement Stockholders have agreed, among other things, subject to the terms and conditions thereof, to vote all of the shares of Casper common stock held by such stockholders as of such date (a) in favor of adoption of the Merger Agreement and the transactions contemplated thereby and (b) against (i) any action or agreement that would reasonably be expected to result in any of the conditions to Casper’s obligations under the Merger Agreement not being satisfied and (ii) any Acquisition Proposal, or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated thereby, in each case, at every meeting of the Company’s stockholders at which such matters are to be voted on (including any adjournment or postponement thereof), in each case, so long as the Merger Agreement has not been terminated and there have been no amendments to the Merger Agreement that reduce the Per Share Merger Consideration or change the form of consideration payable to Casper Stockholders under the Merger Agreement without the consent of the Voting Agreement Stockholders. For more information regarding the security ownership of the Voting Agreement Stockholders, please see “Security Ownership of Certain Beneficial Owners and Management.”

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Casper Stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The following table sets forth information with respect to the beneficial ownership of Casper common stock for:

The number of shares beneficially owned by each stockholder as described in this proxy statement is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Casper common stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of December 2, 2021, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. The percentage ownership of each individual or entity is based on approximately 41,620,137 shares of Casper common stock outstanding as of December 2, 2021. Unless otherwise indicated, the address of all listed stockholders is Three World Trade Center, 175 Greenwich Street, 40th Floor, New York, New York 10007.

Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Casper. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

If the Merger is completed, Casper does not expect to hold a 2022 annual meeting of its stockholders. However, if the Merger is not completed, Casper will hold a 2022 annual meeting of its stockholders.

As described in our annual proxy statement for the 2021 annual meeting of stockholders filed on April 27, 2021, Casper Stockholders have the opportunity to submit proper proposals for inclusion in our proxy statement and for consideration at the annual meeting of stockholders to be held in 2022 (the “2022 Annual Meeting”) by submitting their proposals in writing to our Secretary in a timely manner by December 28, 2021, and otherwise complying with the requirements of Rule 14a-8 of the Exchange Act.

Stockholders intending to present a proposal at the 2022 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2022 Annual Meeting of Stockholders no earlier than the close of business on February 10, 2022 and no later than the close of business on March 12, 2022. The notice must contain the information required by the Amended and Restated Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2022 Annual Meeting of Stockholders is more than 30 days before or more than 70 days after June 10, 2022, then our Secretary must receive such written notice not later than the 90th day prior to the 2022 Annual Meeting of Stockholders or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us.

A copy of the full text of the bylaw provisions governing the notice requirements set forth above may be obtained by writing to our Secretary. All notices of proposals and director nominations by stockholders should be sent to Casper Sleep Inc., Three World Trade Center, 175 Greenwich Street, 40th Floor, New York, NY 10007, Attention: Secretary.

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Reports on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

You may read and copy any reports, statements or other information that we file with the SEC at the SEC’s public reference room at the following location: 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one (1) business day after we receive your request. Please note that all of our documents that we file with the SEC are also promptly available through our website at https://ir.casper.com/reports-and-filings/default.aspx. The information included on our website is not incorporated by reference into this proxy statement.

Casper has supplied all information relating to Casper, and Parent has supplied, and Casper has not independently verified, all of the information relating to Parent and Merger Sub contained in this proxy statement.

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated [     ], 2021. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.