List of Subject Matters on Schedules
EX-2.2 3 tv504143_ex2-2.htm EXHIBIT 2.2
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 |
