Dear Casper Stockholder:

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.

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.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Casper common stock entitled to vote at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

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.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who do not attend the meeting, are not represented by proxy or otherwise abstain from voting, it will not have any effect on the proposal to adjourn the Special Meeting. Abstentions in respect of shares that are not present virtually or represented by proxy at the Special Meeting are not considered votes cast and therefore will have no effect on the outcome of this proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Approval of the proposal to adjourn the Special Meeting is not a condition to completion of the Merger.

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 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 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.

Casper Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

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

Casper common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings as to all Casper Stockholders who have asserted appraisal rights unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of Casper common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

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 July 29, 2021, the Board of Directors held a meeting by videoconference (a “Board Meeting”), which was attended by members of Casper management. At that Board Meeting, the meeting participants discussed the June Long-Range Plan prepared by Casper management, including the related methodology, the underlying assumptions and related risks, and the preliminary financial forecasts that were prepared based on the June Long-Range Plan. Following the meeting, at the direction of the Board of Directors, Philip Krim (“Mr. Krim”), Casper’s then Chief Executive Officer, reached out to representatives of several financial sponsors with whom he had pre-existing relationships and asked the representatives of such financial sponsors if they were interested in potentially pursuing a financing transaction involving Casper. The contacted parties declined to pursue the opportunity to consider a potential transaction with Casper, citing various reasons including that the probable transaction size was too small and the lack of strategic interest in an investment in the retail bedding industry.

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.

During the last week of August 2021, representatives of Durational engaged with representatives of Jefferies regarding the timing of access to initial due diligence information with respect to Casper. Shortly thereafter, Durational was provided with limited non-public information regarding Casper that was responsive to Durational’s business information request list.

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 13, 2021, the Board of Directors held a Board Meeting, together with representatives of Casper’s management, to discuss a draft of updated financial forecasts from the June Long-Range Plan that had been prepared by management at the request of the Board of Directors for calendar years 2021 through 2026 (the “September Long-Range Plan”), which is more fully described under the heading “—Management Projections,” as well as Casper’s current cash position and cash flow outlook for 2021. Casper’s management updated and made adjustments to the June Long-Range Plan to reflect, among other matters, Casper’s 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’s ability to use cash to fund further growth resulting in reduced growth in the business across sales channels, Casper’s significant near term cash needs, additional input received from the Board of Directors, and other matters described below in greater detail under the heading “—Recommendation of the Board of Directors and Reasons for the Merger.” The Board of Directors had an extensive discussion regarding the underlying assumptions for the projections contained in the September Long-Range Plan. Following that discussion, management made certain updates to the draft September Long-Range Plan that had been requested by the Board of Directors, and the members of the Board of Directors executed a unanimous written consent, effective as of September 20, 2021, to approve the September Long-Range Plan for use by Jefferies in its financial analysis of Casper.

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 15, 2021, the representatives of Durational had a diligence call with the financial consulting firm to discuss these materials, including potential cost savings, profitability enhancements and gross margin opportunities for Casper.

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 October 29, 2021, at the direction of the Board of Directors, representatives of Jefferies followed up with Party B about its potential interest in submitting a proposal for a transaction with Casper.

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

market participants. Mr. Sobotka indicated that Durational would be in a position to sign and announce the transaction before market open on Monday, November 15, 2021, but stated that Durational’s previously proposed purchase price of $8.10 per share would have to be reduced because of the weakening developments in Casper’s business and financial outlook and higher operating cash needs.

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.

Also on November 7, 2021, the representatives of Casper, Party B, and representatives of Jefferies had a call to discuss the preliminary third quarter financial results and updated fourth quarter outlook of 2021 and future operating cash needs of Casper. Later that same day, Party B had a follow-up call with representatives of Jefferies to inform Jefferies that it would be unable to provide a definitive view regarding its ability to reconfirm its proposal and reach a definitive agreement regarding a transaction with Casper based on the preliminary third quarter financial results and updated fourth quarter outlook of 2021, but that Party B would be willing to continue to conduct due diligence on Casper and its business over the subsequent weeks to determine final terms of a potential investment.

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

Officer, transitioning into the role of Chief Executive Officer. Following such discussions, the Board of Directors instructed Mr. Krim and Mr. Lerer to engage with Durational regarding the anticipated management transitions as well as anticipated equity and cash compensation for Ms. Arel and Mike Monahan (“Mr. Monahan”), Casper’s Chief Financial Officer.

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

$6.90 represented Durational’s final and best offer. Following the call, Mr. Sobotka sent an email to Mr. Lerer and Mr. Krim confirming the November 11 Proposal. The closing price for Casper’s common stock on the New York Stock Exchange on November 11, 2021, was $3.19 per share.

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 Board of Directors held a Board Meeting, with representatives of Casper management, Latham & Watkins, and Jefferies present. Representatives of Jefferies reviewed with the Board of Directors Jefferies’ financial analyses of the Per Share Merger Consideration, and representatives of Latham reviewed the final proposed terms of the merger agreement, voting and support agreement, equity commitment letter, limited guarantee, management transition agreements, debt commitment letter, the Bridge Loans and the Second Waiver. Thereafter, Jefferies rendered its opinion to the Board of Directors to the effect that, as of November 14, 2021 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 Merger Consideration to be received by holders of shares of Casper common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates). After further deliberation and discussion, the Board of Directors 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 therein, (ii) approved the execution and delivery of the merger agreement by Casper, the performance by Casper of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein, (iii) resolved to recommend that the stockholders of Casper adopt the merger agreement in accordance with the Delaware General Corporation Law, (iv) approved of the voting and support agreement, (v) approved the Bridge Loans and the Second Waiver, and (vi) approved management transition agreements for Mr. Krim, an employment agreement for Ms. Arel, and bonuses for Ms. Arel and Mr. Monahan equal to 1x their base cash compensation.

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

Merger Consideration to be received by holders of shares of Casper common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex B to this proxy statement and is incorporated herein by reference. Casper encourages you to read the opinion carefully and in its entirety. Jefferies’ opinion was provided for the use and benefit of the Board of Directors (in its capacity as such) in its evaluation of the Per Share Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger or other transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Casper, nor did it address the underlying business decision by Casper to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) 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 the Board of Directors or any securityholder should vote with respect to the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

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’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which it became aware after the date thereof.

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 estimates of the future performance of Casper in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Casper. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Casper or its businesses or securities.

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.”

The selected companies reviewed included the following:

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.

The multiple ranges for the selected companies were as follows:

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:

Premiums Paid Analysis. Jefferies reviewed the implied premiums paid in 325 selected all-cash transactions across all industries (excluding financial targets), and 71 all-cash transactions in the consumer and retail sector involving publicly traded U.S. companies with transaction values ranging from $200 million to $1.0 billion closed since January 1, 2012.

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.

Jefferies was selected as Casper’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with Casper’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

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”.

We refer to any of the June Long-Range Plan and the September Long-Range Plan for calendar years 2021 through 2026, as updated by the Q3 Preliminary Results, Q4 Financial Forecast, and the Cash Flow Projections as the “Management Projections.” The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Casper in its public filings with the SEC. The Management Projections were prepared by Casper on a stand-alone basis and do not take into account the transactions, including any costs incurred in connection with the transaction or any changes to Casper’s operations or strategy that may be implemented after the completion of the transaction. As a result, actual results likely will differ, and may differ materially, from those contained in the Management Projections.

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.