Referenced in Exhibit 2.1 Above
Exhibit 2.2
List of Exhibits and Schedules Omitted from the Purchase Agreement
Referenced in Exhibit 2.1 Above
Pursuant to Regulation S-K, Item 601(b)(2), the Exhibits and Schedules to the Purchase Agreement referenced in Exhibit 2.1 above, as listed below, have not been filed. The Registrant agrees to furnish supplementally a copy of any omitted Exhibit or Schedule to the Securities and Exchange Commission (the “Commission”) upon request; provided, however, that the Registrant may request confidential treatment of omitted items.
Exhibits:
| Exhibit A: | Form of Intellectual Property Transfer and Agreement to be Bound (final version attached as Exhibit 2.6 to Current Report on Form 8-K) | |
| Exhibit B-1: | 2002 Store Level EBITDA | |
| Exhibit B-2: | Average Working Capital | |
| Exhibit B-3: | Transfer of Assets and Liabilities to Buyer and Seller | |
| Exhibit C: | Form of Bill of Sale | |
| Exhibit D: | Form of Assignment and Assumption Agreement | |
| Exhibit E: | Form of Guaranty |
Schedules:
| Schedule 1.1(a): | Cash on Hand | |
| Schedule 1.1(b): | Specified Excluded Assets | |
| Schedule 2.1(a)(i): | Owned Vehicles | |
| Schedule 2.1(a)(ii): | Fixed Assets | |
| Schedule 2.1(a)(iii): | Leases of Personal Property | |
| Schedule 2.1(a)(v): | Subleases | |
| Schedule 2.1(a)(vi): | Business Contracts | |
| Schedule 2.1(a)(ix): | Computer Hardware and Databases | |
| Schedule 2.1(a)(x): | Licensed Software | |
| Schedule 2.1(a)(xv): | Deposits | |
| Schedule 2.2: | Assumption of Liabilities | |
| Schedule 3.1(c): | Real Property | |
| Schedule 3.2: | RE Holding LLC Liabilities | |
| Schedule 3.4: | No Violations | |
| Schedule 3.6: | Absence of Certain Changes or Events | |
| Schedule 3.7(a): | Leases | |
| Schedule 3.7(b): | Leased Real Property | |
| Schedule 3.8: | Owned Real Property | |
| Schedule 3.9: | Inventory | |
| Schedule 3.10: | No Undisclosed Liabilities | |
| Schedule 3.11: | Tax Matters | |
| Schedule 3.12(a): | Material Contracts | |
| Schedule 3.12(b): | Breach of Contract | |
| Schedule 3.13(a): | Certain Permits | |
| Schedule 3.13(b): | Sample Permits | |
| Schedule 3.14: | Litigation | |
| Schedule 3.15: | Compliance with Laws | |
| Schedule 3.16: | Employees | |
| Schedule 3.17: | Employee Benefit Plans | |
| Schedule 3.18: | Employee Relations | |
| Schedule 3.19: | Intellectual Property | |
| Schedule 3.22: | Transactions with Affiliates | |
| Schedule 3.23: | Books and Records | |
| Schedule 3.24(a): | Hazardous Material Discharges | |
| Schedule 3.24(b): | Compliance with Environmental Laws & Permits | |
| Schedule 3.24(c): | Environmental Claims | |
| Schedule 3.24(d): | Underground Storage Tanks | |
| Schedule 3.24(e): | Asbestos |
| Schedule 3.24(f): | UST Compliance | |
| Schedule 3.24(g): | Remediation | |
| Schedule 3.24(h): | Petroleum Discharges | |
| Schedule 3.24(i): | Discharges Being Processed | |
| Schedule 3.24(j): | Environmental Orders | |
| Schedule 3.24(k): | Contracts for Remediation | |
| Schedule 3.25(a): | Sufficiency of Purchased Assets | |
| Schedule 3.26: | Insurance Policies | |
| Schedule 3.27: | Bank Accounts; Powers of Attorney | |
| Schedule 3.28: | Suppliers | |
| Schedule 4.2: | Violations with Respect to Buyer | |
| Schedule 5.1(c): | Certain Employees | |
| Schedule 6.11: | Development Properties | |
| Schedule 6.14: | BI-LO Signage | |
| Schedule 7.8: | Required Consents | |
| Schedule 10.3(h): | Indemnifiable Remediation |
