List of Schedules and Exhibits Omitted from Asset Purchase Agreement between @Track and Buyer

Contract Categories: Business Finance › Purchase Agreements
Summary

This document lists the schedules and exhibits that were omitted from Exhibit 2.1, the Asset Purchase Agreement, between @Track and the buyer. It details various schedules related to assets, liabilities, contracts, intellectual property, consents, permits, litigation, and other business matters, as well as exhibits such as assignment agreements, bills of sale, and legal opinions. @Track agrees to provide any omitted schedules or exhibits to the SEC upon request. The document serves as a reference for the omitted materials associated with the main Asset Purchase Agreement.

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EX-2.2 4 dex22.txt SCHEDULES & EXHIBITS OMITTED FROM EXHIBIT 2.1 EXHIBIT 2.2 LIST OF SCHEDULES AND EXHIBITS OMITTED FROM EXHIBIT 2.1, THE ASSET PURCHASE AGREEMENT
SCHEDULES - --------- Schedule 1.2(b) Inventory Used in Business Schedule 1.2(c) Seller's Intellectual Property Schedule 1.2(d) Rights and Interests Under all Contracts Other than the HM 5000 Contracts Schedule 1.2(e) Rights and Interests Other than the Right to Provide the HM 5000 Airtime Services under the HM 5000 Contracts Schedule 1.2(f) Leased Assets Schedule 1.2(g) Owned Assets Schedule 1.2(i) Governmental Consents, Licenses and Permits Schedule 1.2(k) Rights and Interests to Leased Real Property Schedule 1.3 Retained Assets Schedule 1.4 Assumed Liabilities Schedule 1.6(b) Payables and Receivables Schedule 3.1 Foreign Qualifications Schedule 3.3(b) Conflicts Schedule 3.5(c) Environmental Permits Schedule 3.7(a) Leased Real Property Schedule 3.8(a) Restrictions on Seller's Intellectual Property Schedule 3.8(b) Registered Intellectual Property Schedule 3.8(c) Infringement Notices Schedule 3.8(j) Intellectual Properties Royalties Schedule 3.10(a) Material Licenses and Permits Schedule 3.10(b) Post-Closing Restrictions on Business and Acquired Assets Schedule 3.11(a) Liabilities, other than the Retained Liabilities, regarding Seller Services or HM 5000 Retained Business Schedule 3.11(b) Liabilities, other than the Assumed Liabilities of the Business or any of the Acquired Assets Schedule 3.12(a) Material Contracts Schedule 3.12(d)-1 Pre-Closing Consents Schedule 3.12(d)-2 Post-Closing Consents Schedule 3.12(e) Affiliate Contracts Schedule 3.12(f) Supplier Contracts requiring more than 60 Days to Terminate Schedule 3.12(g) Changes Regarding Significant Customers or Significant Vendors Schedule 3.13(a) Backlog related to the HM 5000 Retained Business Schedule 3.13(b) Backlog related to the Business or Acquired Assets Business Schedule 3.14 Governmental Consents Schedule 3.15 Insurance Schedule 3.19 Litigation Schedule 3.20(a) Description of Warranties Given Schedule 3.20(b) Product Warranty Claims Schedule 3.20(c) Product Liability Claims Schedule 3.21(b) Tax Audit or Investigations Schedule 3.23 Absence of Changes Schedule 3.23(h) Change in Accounting Practices Schedule 3.23(k) Negotiations of Agreements Schedule 3.24 Inventory Schedule 3.28 Accounts Receivable/Accounts Payable Outstanding Schedule 4.5 SEC Documents; Financials Schedule 4.6 Government Consents Regarding the Buyer Schedule 4.7 Litigation Threatened Against Buyer Schedule 4.9 Brokers' Fees Schedule 5.8 Employees Schedule 5.11 Amounts Due if Post-Closing Consents are not Obtained EXHIBITS - -------- Exhibit A Assignment and Assumption Agreement Exhibit B Bill of Sale Exhibit D-1 Opinion of Counsel to Seller Exhibit D-2 Opinion of Counsel to Buyer Exhibit K Transfer Agent Instructions Exhibit L Form of Contracts Exhibit N Transition Consulting Reimbursement Agreement
In addition to the above omissions of exhibits, all disclosure schedules (if any) to all of the exhibits to the Asset Purchase Agreement have been omitted. @Track agrees to furnish supplementally to the Commission upon request a copy of any omitted schedule, exhibit or other attachment.