List of Exhibits and Schedules Omitted from the Purchase Agreement between Registrant and Buyer
This document lists the exhibits and schedules that were referenced in a Purchase Agreement between the Registrant and the Buyer but were not filed with the SEC. The Registrant agrees to provide these omitted documents to the SEC upon request, with the option to request confidential treatment for certain items. The list includes forms of related agreements, financial schedules, asset and liability transfers, and various disclosures about the business being sold.
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 |
