List of Schedules and Exhibits to Agreement and Plan of Merger between Alltel, Spinco, and Valor

Summary

This document provides a detailed list of the schedules and exhibits referenced in a merger agreement involving Alltel, Spinco, and Valor. It outlines the subject matters of each exhibit and schedule, including key agreements, corporate documents, and disclosure schedules related to subsidiaries, equity rights, approvals, liabilities, employee benefits, intellectual property, regulatory matters, and other essential aspects of the merger. The actual exhibits and schedules are not included in this document but are referenced for regulatory compliance and transparency.

EX-2.2 2 y20401exv2w2.htm EX-2.2: LIST OF EXHIBITS AND SCHEDULES EX-2.2

Exhibit 2.2

List of Schedules and Exhibits to Agreement and Plan of Merger

The following is a list of the subject matters of the exhibits and schedules to the merger agreement, which exhibits and schedules were both omitted from Exhibit 2.1 pursuant to Item 601(b)(2) of Regulation S-K.

(i)

Exhibits and Schedules to the Merger Agreement


Exhibit A	—	Distribution Agreement
Exhibit B	—	Voting Agreement
Exhibit C	—	Amended and Restated Certificate of Incorporation of the Surviving Corporation
Exhibit D	—	Amended and Restated Bylaws of the Surviving Corporation
Exhibit E	—	Officers of Spinco
Exhibit F	—	Rule 145 Affiliate Agreement
Exhibit G	—	Terms of Company Securityholders Agreement Amendment

(ii)

List of Subject Matters under Valor Disclosure Schedule

Section 7.1(b) — Company Subsidiaries
Sections 7.2(c) — Grants of Equity Rights
Sections 7.3 (c) — Company Approvals
Section 7.4 — Company Undisclosed Liabilities
Section 7.11 — Tax Jurisdictions
Section 7.12 — Company Employee Benefit Plans
Sections 7.12(b) — Underfunded ERISA Plans
Section 7.13 — Company Collective Bargaining Agreements
Sections 7.14 — Company Intellectual Property
Section 7.15(e) — Company Regulatory Approvals
Sections 7.17(a) — Company Owned Real Property
Section 7.17 (b) — Company Leased Real Property
Section 8.1(h) — Company Conduct of Business
Sections 10.1(c) — Ownership of Alltel Company Securities

(iii)

List of Subject Matters under Alltel Disclosure Schedule

Section 5.2(b) — Corporate Authority; No Violation
Section 5.2(c) — Alltel Company Approvals
Section 5.4 — Alltel Company Reports and Financial Statements

(iv)

List of Subject Matters under Spinco Disclosure Schedule

Schedule 8.6(a) — Telecommunications Regulatory Consents
Schedule 9.1(b) — Conditions to the Obligations of Spinco, Alltel, Merger Sub and the Company to Effect the Merger
Section 6.1(b) — Organization, Qualification
Section 6.3 — Corporate Authority; No Violation
Section 6.3(d) — Spinco Approvals
Section 6.4 — Financial Statements
Section 6.5 — Absence of Changes or Events
Section 6.6 — Investigations; Litigation
Section 6.7 — Compliance with Laws
Section 6.10 — Environmental Matters
Section 6.11 — Tax Matters
Section 6.12 — Benefit Plans
Section 6.13 — Labor Matters
Section 6.14 — Intellectual Property Matters
Section 6.15 — Material Contracts
Section 6.19(a) — Spinco Owned Real Property
Section 6.19(b) — Spinco Leased Real Property
Section 6.20 — Communications Regulatory Matters
Section 8.2 — Conduct of Business by Spinco and Altell Pending the Merger
Section 8.10(e) — Equity Awards to Transferred Employees
Section 12.2 — Expenses