List of Schedules to Agreement and Plan of Merger between Company, Purchaser, and Acquireco
This document provides a list of schedules related to an Agreement and Plan of Merger involving the Company, Purchaser, and Acquireco. The schedules cover key topics such as articles of incorporation, merger resolutions, support agreements, stock terms, representations and warranties, employee matters, regulatory approvals, property, intellectual property, and other material disclosures. The actual schedules are omitted but can be provided to the SEC upon request. The list outlines the detailed information required for the merger process and the obligations of the parties involved.
Exhibit 2.2
List of Subject Matters on Schedules
The following is a list of the subject matter of the schedules to the Agreement and Plan of Merger, which schedules were omitted from Exhibit 2.1 pursuant to Item 6.01(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
| Schedule A | Articles of Incorporation | |
| Schedule B-1 | Merger Resolution | |
| Schedule B-2 | Purchaser Meeting Resolution | |
| Schedule C-1 | Form of Company Support Agreement | |
| Schedule C-2 | Form of Purchaser Support Agreement | |
| Schedule D | Purchaser Preferred Stock Terms | |
| Schedule E | Representations and Warranties of the Company | |
| Schedule F | Representations and Warranties of the Purchaser and Acquireco | |
| Schedule G | Retention Agreements | |
| Company Disclosure Letter | Schedule 1.1 – Company Budget from October 1, 2018 through March 31, 2019 | |
| Schedule 1.1(d) – Company Subsidiaries | ||
| Schedule 1.2(b)(i) – Outstanding Company Stock Options | ||
| Schedule 1.2(b)(ii) – Restricted Stock Unit Grants | ||
| Schedule 1.2(c) – Outstanding Company Warrants | ||
| Schedule 1.4(a) – Key Regulatory Approvals | ||
| Schedule 1.4(b)(i) – Key Consents | ||
| Schedule 1.4(b)(iv) – Payments Upon Closing | ||
| Schedule 1.5(e) - Permits | ||
| Schedule 1.10(a) – Employee Plans | ||
| Schedule 1.10(e) – Payments Due to Employees Upon Closing | ||
| Schedule 1.10(k) – Employees and Contractors | ||
| Schedule 1.11(b) – Termination or Breach of Material Contracts | ||
| Schedule 1.13(b) – Release of Hazardous Substances | ||
| Schedule 1.13(h) – Environmental Laws – Restoration/Remediation/Noncompliance | ||
| Schedule 1.13(i) – Financial Assurance Mechanisms | ||
| Schedule 1.14(a)(i) – Owned Real Property | ||
| Schedule 1.14(a)(ii) – Leased Real Property | ||
| Schedule 1.14(a)(iii) – Royalty Agreements | ||
| Schedule 1.15(b) – Unpatented Claims | ||
| Schedule 1.15(d) – Leased Unpatented Claims | ||
| Schedule 1.15(h) – Water Rights | ||
| Schedule 1.17 – Foreign Persons | ||
| Schedule 1.19(a) – Intellectual Property | ||
| Schedule 1.27 – Brokers | ||
| Schedule 1.29 – Affiliate Transactions | ||
| Schedule 4.8 – Executive Officer Resignations | ||
| Schedule 4.8(c) – Severance Payment Obligations |
