Acquisition or Disposition of Assets

EX-2.2 4 v87441a1exv2w2.txt EXHIBIT 2.2 PRIVILEGED - -------------------------------------------------------------------------------- Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- October 8, 2002 [SNELL & WILMER LETTERHEAD] Joseph E. Nida, Esq. Sheppard Mullin Richter & Hampton, LLP 800 Anacapa Street Santa Barbara, CA 93101 Re: Asset Purchase Agreement, by and among Mark Thatcher, Teva Sport Sandals, Inc., and Deckers Outdoor Corporation (the "Agreement") This Disclosure Schedule ("Schedule") is being delivered to you, as counsel to Deckers Outdoor Corporation, in connection with the Agreement. Unless the context otherwise requires, all capitalized terms used in this Schedule shall have the respective meanings assigned to them in the Agreement. The representations and warranties of the Sellers set forth in the Agreement are hereby excepted to the extent set forth hereafter. SCHEDULE 1.1(i). Copyrights.

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SCHEDULE 1.1(j). Domain Names.

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-5- PRIVILEGED SCHEDULE 1.1(r). Marks.

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SCHEDULE 1.1(u). Patents and Patent Applications.

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SCHEDULE 2.1(e). Assignable Licenses. 1. License Agreement, dated as of November 17, 2000, by and between Mark Thatcher and Itochu Corporation. 2. Licensing Agreement, dated as of March 28, 2001, by and between Mark Thatcher, Bison Designs, LLC, and Bison Weavers, LLC. 3. Licensing Agreement, dated as of December 4, 2000, by and between Mark Thatcher and Dunlop Manufacturing, Inc. SCHEDULE 2.2. Excluded Assets. 1. 1996 White Jeep Grand Cherokee 2. 2001 Chevy Diesel Truck and Camper 3. 2002 Subaru 4. 8 Indian Rugs 5. 3 Pictures of Ancient Sandals -23- PRIVILEGED 6. 1 Cedar Wood Bench 7. 1 Cedar Wood Table 8. All Furnishings in Thatcher's Arizona Office SCHEDULE 3.5. Allocation of Purchase Price. To be mutually agreed upon by the Sellers and the Buyer. SCHEDULE 3.8. Assumed Liabilities. 1. The Customer Credits (as defined in Section 6.2(e)). 2. Any and all liabilities under the Material Contracts (as defined in Section 4.1(j)) and the Assigned Contracts (as defined in Section 4.1(i)). 3. The Intellectual Property Matters (as defined in Section 6.2(c)). SCHEDULE 4.1(b). No Conflicts. The execution, delivery and performance of this Agreement and the Collateral Agreements may require certain consents, waivers or notices as set forth in the following items: 1. License Agreement, dated as of November 17, 2000, by and between Mark Thatcher and Itochu Corporation. 2. Licensing Agreement, dated as of March 28, 2001, by and between Mark Thatcher, Bison Designs, LLC, and Bison Weavers, LLC. 3. Licensing Agreement, dated as of December 4, 2000, by and between Mark Thatcher and Dunlop Manufacturing, Inc. 4. Commercial Lease, dated as of January 8, 2001, by and between Michael O. Holpuch and Joan Holpuch, dba MJ Properties, as lessor, and Teva Sport Sandals, Inc., as lessee. 5. ClientCare(R) Support and Maintenance Agreement for Sage Enterprise Suite(TM) Software Agreement, dated as of September 2001, by and between Sage Software, Inc., and Teva Sport Sandals, Inc. 6. Annual Software Maintenance Agreement, dated as of November 1, 2001, by and between Logicor Inc., and Teva Sport Sandals, Inc. 7. Select Merchant Payment Card Processing Agreement, dated as of December 4, 2000, by and between Paymentech, LLC, and Teva Sport Sandals, Inc. -24- PRIVILEGED 8. Dedicated Server Rental Agreement, dated as of November 14, 2000, by and between VScape International, Inc., and Teva Sport Sandals, Inc. SCHEDULE 4.1(e). Intellectual Property Matters.

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Various third parties from time to time have tried to copy various aspects of the Products. In general, Seller has provided an IP Brochure to such parties advising such parties of Seller's intellectual property rights. A listing of recipients since mid 2000 is provided below:

Other possible infringement issues include: Copyrights: Entity Subject Matter - ------ -------------- ***** ***** ***** ***** ***** ***** ***** ***** Patents: Entity Subject Matter - ------ -------------- ***** ***** ***** ***** ***** ***** SCHEDULE 4.1(g). Absence of Certain Changes or Events. None. SCHEDULE 4.1(h). TEVA's Employees. Hattley, Brittany Hautemulle, David Heath, Lindsey Hogan-Williams, Nancy Jeskewich, Barry - ---------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. -33- PRIVILEGED Kalinich, John Kasun, Cinda Kucipeck, Julie Mariassy, Kendra McEachern, Denise *Navarro, Raul *Navarro, Teresa O. Nix, Stephanie Norton, Galen A. Perritt, Steven T. Pitcher, Megan C. Schultz, Amanda Standing, Karen *Thatcher, Leslie *Thatcher, Mark - ---------- * Denotes those employees who are not Transferred Employees. SCHEDULE 4.1(i). Disputes-Assigned Contracts. None. SCHEDULE 4.1(j). Material Contracts. 1. License Agreement, dated as of November 17, 2000, by and between Mark Thatcher and Itochu Corporation. 2. ClientCare(R) Support and Maintenance Agreement for Sage Enterprise Suite(TM) Software Agreement, dated as of September 2001, by and between Sage Software, Inc., and Teva Sport Sandals, Inc. SCHEDULE 4.1(k). Environmental. None. -34- PRIVILEGED * * * * * Any information disclosed in any Schedule section above shall be deemed to be disclosed and incorporated into any other Schedule section where such disclosure would be reasonably apparent. Furthermore, the Sellers' representations and warranties, including any items set forth in the Schedules, do not purport to disclose any agreements, contracts or instruments that may be entered into between any of the Sellers and the Buyer. No disclosure set forth in the Schedules relating to any possible breach or violation of any agreement, law or regulation, or any possible infringement of any intellectual property, shall be construed as an admission or indication that any such breach, violation, or infringement exists or has actually occurred. Very truly yours, Snell & Wilmer Leonardo Loo -35-