Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set forth in Section 5.10(a) of the iPrint Disclosure Schedule a complete lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, all bonus, incentive, stock option, stock purchase, stock bonus, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, fringe benefitsseverance or other benefit plans, cafeteria benefitsprograms or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of, or other benefitsany current or former consultant to, whether written the Company or unwrittenany Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company or any Subsidiary and any employee of the Company or any Subsidiary including, without limitation, any contracts, arrangements or understandings relating in any way to a sale of the Company or any Subsidiary (collectively, the “Plans”). Each Plan is in writing and the Company has furnished to Purchaser a true and complete copy of each Plan and has delivered to Purchaser a true and complete copy of each material document, if any, prepared in connection with each such Plan, including, without limitation, (i) a copy of each "employee benefit plan" within trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the meaning of Section 3(3most recently filed Internal Revenue Service (“IRS”) of ERISA which Form 5500, if any, (iv) the most recently received IRS determination letter for each such Plan that is or has been sponsored, maintained, contributed to, or required intended to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code qualify under Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, and (a "iPrint ERISA Affiliate"v) for the benefit of most recently prepared actuarial report and financial statement in connection with each such Plan. Neither the Company nor any ---------------------- person who performs Subsidiary has any express or who has performed services for iPrint implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to which iPrintor cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any subsidiarycontract or agreement to provide compensation or benefits to any individual, or iPrint (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCode.

Employee Benefit Plans. (a) iPrint has set forth Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in the iPrint Disclosure Schedule a complete and accurate list excess of each plan$5,000, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, (iii) all stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefitsseverance, salary continuation, sabbatical, employee relocation, cafeteria benefitsbenefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or other benefitsaccident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or unwrittenoral, includingqualified or nonqualified, without limitationfunded or unfunded, each "currently effective or terminated, (v) other fringe or employee benefit plan" within plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the meaning benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Section 3(3Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of ERISA which is Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such plans which are subject date, in the form of a personal loan to Code Section 401(a), or for any trade or business (whether or not incorporated) which is orperson who was, at any relevant timetime since such date, was treated as a single employer with iPrint within the meaning an officer or director of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesParent.

Employee Benefit Plans. (a) iPrint has set forth Section 4.10(a) of the Company Disclosure Schedules lists as of the date of this Agreement, with respect to the Company and the Company Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, (ii) each loan from the Company, any Company Subsidiary or any such ERISA Affiliate to an employee in the iPrint Disclosure Schedule a complete and accurate list excess of each plan$10,000, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, (iii) all stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefitsseverance, salary continuation, sabbatical, employee relocation, cafeteria benefitsbenefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or other benefitsaccident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or unwrittenoral, includingqualified or nonqualified, without limitationfunded or unfunded, each "currently effective or terminated, (v) other fringe or employee benefit plan" within plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the meaning benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Section 3(3the Company or any Company Subsidiary of greater than $10,000 remain thereunder) of ERISA which is the Company or any Company Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Company Benefit Plans"). The Company has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Company Benefit Plans. The Company has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such plans which are subject date, in the form of a personal loan to Code Section 401(a), or for any trade or business (whether or not incorporated) which is orperson who was, at any relevant timetime since such date, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) an officer or (o) director of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCompany.

Employee Benefit Plans. (a) iPrint has set forth in Part 3.12(a) of the iPrint Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including, without limitation, including each "“voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan" ” within the meaning of Section 3(3) of ERISA ERISA, in each case, for active, retired or former employees, directors or consultants, which is or has been currently sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, or with respect to which any such plans which are subject potential liability is borne by Parent or any ERISA Affiliate of Parent (collectively, the “Parent Employee Plans”). Neither Parent nor, to Code Section 401(a)the knowledge of Parent, any trade other person or business (whether entity, has made any commitment to modify, change or not incorporated) which is orterminate any Parent Employee Plan, at other than with respect to a modification, change or termination required by Legal Requirements. There are no loans by Parent to any relevant timeof its officers, was treated as a single employer with iPrint within employees, contractors or directors outstanding on the meaning of date hereof, except pursuant to loans under any Parent Employee Plan intended to qualify under Section 414(b), (c),(m) or (o401(k) of the Code, (a "iPrint ERISA Affiliate") for the benefit of and there have never been any ---------------------- person who performs or who has performed services for iPrint or with respect loans by Parent subject to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Regulation U of the iPrint Employee Plans Board of Governors of the Federal Reserve System as from time to time in effect and related plan documents, including (without limitation) the most recent determination any successor to all or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesa portion thereof establishing margin requirements.

Employee Benefit Plans. (a) iPrint The Company has set forth not since inception, nor does it currently sponsor, maintain, contribute to or participate in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement Multiemployer Plan or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each a "employee defined benefit plan" within the meaning of Section 3(33(35) of ERISA which covering employees of the Company; (b) except as set forth on Schedule 2.18, none of the Employee Benefit Plans is or has been sponsored, maintained, contributed toan "employee pension benefit plan", or required to be contributed to by iPrintan "employee welfare benefit plan", any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o3(3) of ERISA; (c) there are no pending or, to the Codebest of the Company's knowledge, threatened claims, lawsuits, or arbitrations against any Employee Benefit Plan or any fiduciary thereof; (a d) each Employee Benefit Plan is, and has been, operated in compliance in all material respects with the applicable provisions of federal and state law; (e) the Company has, or prior to the Closing Date will have, paid in full all insurance premiums or otherwise met all other funding obligations with regard to all Employee Benefit Plans for policy years or other applicable policy funding periods ending on or before the Closing Date; and (f) upon termination of employment of any employee, neither the Company nor any employee will incur any liability for any severance or termination pay, pension, profit-sharing or other post-retirement benefit, including but not limited to life, health and welfare benefits, or other similar payment, except as set forth on Schedule 2.18. For purposes of this representation, "iPrint ERISA Affiliate") Employee Benefit Plans" shall mean bonus, pension, benefit, welfare, profit-sharing, retirement, disability, insurance, incentive, deferred compensation and other similar fringe or employee benefit plans, funds, programs or arrangements, and any employment contracts or executive compensation agreements, written or oral, in each of the foregoing cases, which cover or covered, are or were maintained for the benefit of any ---------------------- person who performs of, or who has performed services for iPrint relate or with respect to which iPrintrelated to, any subsidiary, or iPrint ERISA Affiliate has all current or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each former employees of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCompany.

Employee Benefit Plans. (a) iPrint Schedule 5.17 contains a list setting forth each employee benefit plan or arrangement of Corporation, including but not limited to employee profit sharing plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), multiemployer plans, as defined in Section 3(37) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees, their spouses or dependents, of Corporation participate ("Employee Benefit Plans") (true and accurate copies of which, together with the most recent annual reports on Form 5500 and summary plan descriptions with respect thereto, were furnished to Purchaser). With respect to each Employee Benefit Plan (i) each has set forth been administered in all material respects in compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code; (ii) no actions, suits, claims or disputes are pending, or threatened; (iii) no audits, inquiries, reviews, proceedings, claims, or demands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any material liability in the iPrint Disclosure Schedule a complete and accurate list event of each planany investigation, programclaim, policyaction, practicesuit, contractaudit, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsreview, or other benefitsproceeding; (v) all material reports, whether written returns, and similar documents required to be filed with any governmental agency or unwritten, including, without limitation, each distributed to any plan participant have been duly or timely filed or distributed; and (vi) no "employee benefit planprohibited transaction" has occurred within the meaning of Section 3(3) the applicable provisions of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set Section 4.14(a)(i) of the Company Disclosure Letter sets forth in the iPrint Disclosure Schedule a complete and accurate list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a “Company Pension Plan” and collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and each plan, program, policy, practice, contract, agreement material vacation or other arrangement providing for employment, compensation, retirement, deferred compensation, loanspaid time off, severance, separationtermination, relocationretention, repatriationchange in control, expatriationemployment, visasincentive compensation, work permitsperformance, termination payprofit sharing, performance awardsstock-based, bonus, incentivestock-related, stock option, fringe benefit, perquisite, stock purchase, stock bonusownership, phantom stockstock and deferred compensation plan, stock appreciation rightarrangement, supplemental retirementagreement and understanding and other compensation, benefit and fringe benefitsbenefit plans, cafeteria benefitsarrangements, agreements and understandings (whether or other benefitsnot legally binding), whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, to or required to be sponsored, maintained or contributed to to, by iPrintthe Company or any other Person that, any subsidiary of iPrint andtogether with the Company, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of under Section 414(b), (c),(mc), (m) or (o) of the CodeCode or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (a "iPrint ERISA Affiliate") for all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the benefit date of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintthis Agreement, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee “Company Benefit Plans"”). --------------------- (bSection 4.14(a)(ii) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans Company Disclosure Letter sets forth a list of (i) each employment, deferred compensation, change in control, severance, termination, employee benefit, loan or indemnification agreement between the Company and related plan documentsany Company Participant and (ii) each contract between the Company and any Company Participant (all such contracts under the foregoing clauses (i) and (ii), including (without limitation) any contract which is entered into on or after the most recent determination or opinion letterdate of this Agreement, trust documentscollectively, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses“Company Benefit Agreements”).

Employee Benefit Plans. (a) iPrint Section 3.16(a) of the Company Disclosure Letter lists each “benefit plan” (as hereinafter defined) (i) that is maintained, contributed (or required to be contributed) to, or sponsored by the Company or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a party, or (iii) with respect to which the Company or any Company Subsidiary has set forth any liability, including any contingent liability (collectively, the “Plans”). For purposes of the preceding sentence, a “benefit plan” is any of the following that benefits or is intended to benefit any current or former employee, director, consultant or independent contractor of the Company or any ERISA Affiliate (as defined in Section 3.16(b)), or the iPrint Disclosure Schedule beneficiaries or dependents of any such Person: (A) an “employee benefit plan” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (B) a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, stock bonus, incentive, stock option, stock purchase, restricted stock, restricted stock bonus, phantom stockunit, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; (C) any material incentive, bonus, deferred compensation, welfare-benefit, retiree medical or life insurance, retirement, supplemental retirement, fringe benefitstermination, cafeteria benefitssalary continuation, severance, change in control, or any fringe benefit or other benefitssimilar employee benefit plan, policy, program, agreement or arrangement, whether written or unwritten, including(D) an employment, without limitationconsulting, severance or other similar agreement. With respect to each "employee benefit plan" within Plan, the meaning Company has made available to Parent a true and complete copy of Section 3(3each of the following, together with all amendments: (1) the documents embodying the Plan or, where a Plan has not been reduced to writing, a written summary of ERISA which is all material Plan terms, (2) in the case of any funded Plan, the trust agreement or has been sponsoredsimilar instrument, maintained(3) for each Plan subject to the requirement that annual reports be filed on a Form 5500, contributed tothe three most recently filed annual reports, or required to be contributed to by iPrintwith schedules, any subsidiary financial statements and auditor’s opinion attached, if applicable, (4) in the case of iPrint each Company Stock Plan, form agreements evidencing outstanding Company Options, Company Restricted Stock, Time-Vested DSUs and Performance-Vested DSUs (and, with in each case, if individual agreements deviate in any material respect to any such plans which are subject to Code Section 401(a)from the form, any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(bindividual agreements), (c),(m5) or (oin the case of each Plan intended to be qualified under Section 401(a) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent Internal Revenue Service (“IRS”) determination or opinion letterletter applicable to the Plan (plus, trust documentsif a request for a determination letter is pending, group annuity contractsa copy of such request), plan amendments(6) related custodial agreements, insurance policies or contracts(including fiduciary liability insurance covering the fiduciaries of the Plan), participant administrative services and similar agreements, employee booklets, administrative service and investment advisory or investment management agreements, if any, and (7) copies of the most recent summary plan descriptions, summary description (including any summaries of material modifications, compliance and nondiscrimination tests for modifications issued since the last three summary plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms description) or similar summary and related notices, and registration statements and prospectusesany employee handbook.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.11.1 Section 3.11.1 of the iPrint Company Disclosure Schedule sets forth a true and complete and accurate list of each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and any other plan, policy, program, policy, practice, contractagreement, agreement understanding or arrangement (whether written or, since the date that the Receiver was appointed by the Court, oral) providing compensation or other arrangement providing for employmentbenefits to any current or former director, compensationofficer, retirementemployee or consultant (or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate (as defined below)), deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitswhich are now, or other benefitswere within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether written actual or unwrittencontingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each "employee benefit plan" within the meaning a “Company Benefit Plan”). For purposes of this Section 3(3) of 3.11, “ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, Affiliate” shall mean any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business entity (whether or not incorporated) which other than the Company that, together with the Company, is or, at any relevant time, was considered under common control and treated as a single one employer with iPrint within the meaning of under Section 414(b), (c),(mc), (m) or (o) of the Code. None of the Company or, (a "iPrint ERISA Affiliate") for to the benefit knowledge of the Company, any ---------------------- other person who performs or who entity, has performed services for iPrint any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to which iPrinta modification, any subsidiary, change or iPrint termination required by ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectivelythe Code. With respect to each Company Benefit Plan, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished delivered to Wood true Parent true, correct and complete --------- copies of documents embodying (A) each Company Benefit Plan (or, if not written a written summary of the iPrint Employee Plans and related its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (without limitationC) the three most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan (and, if any such annual report is a Form 5500R, the Forms 5500C filed with respect to such Company Benefit Plan), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, trust documentsif any, group annuity contractsissued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings made with any Governmental Entity, including but not limited to any filings under the last three plan years, Form 5500 reports filed for Voluntary Compliance Resolution or Closing Agreement Program or the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesDepartment of Labor Delinquent Filer Program.

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, The employee compensation, retirementseverance, termination pay, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance stock or stock-related awards, bonus, incentive, stock optionfringe or benefit plans, stock purchaseprograms, stock bonuspolicies, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, commitments or other benefits, arrangements (whether or not set forth in a written or unwritten, document and including, without limitation, each all "employee benefit planplans" within the meaning of Section 3(3) of ERISA which is the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering any active employee, former employee, director or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintconsultant of Oplink, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), Oplink or any trade or business (whether or not incorporated) which that is or, at any relevant time, was treated as a single employer member of a controlled group or that is under common control with iPrint Oplink within the meaning of Section 414(b414 of the Code (for purposes of Section 2.12 and Section 3.12, an "Affiliate"), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate Oplink has or may in the future have any liability (includingliability, without limitation, contingent liability) or obligation (collectively, are referred to herein as the "iPrint Employee Oplink Plans")." Oplink Disclosure Letter 2.12(a) contains a complete and accurate list of each of the Oplink Plans. --------------------- Oplink has provided to Avanex: (bi) Documents. iPrint has furnished to Wood true correct and complete --------- copies of all documents embodying each of the iPrint Employee Plans and related plan documents, Oplink Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Oplink Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Oplink Plan; (iii) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary description together with the summary(ies) of material modificationsmodifications thereto, compliance if any, required under ERISA with respect to each Oplink Plan; (iv) all IRS determination, opinion, notification and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard advisory letters relating to any Oplink Plan; (v) all material correspondence to or from any governmental agency relating to any Oplink Plan; (vi) all COBRA forms and related notices; (vii) all discrimination tests for each Oplink Plan, if applicable, for the most recent three (3) plan years; and registration statements and prospectuses(viii) if the Oplink Plan is funded, the most recent periodic accounting of the Oplink Plan assets.

Employee Benefit Plans. (a) iPrint has set forth in Part 2.12(a) of the iPrint Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, includingincluding each “voluntary employees’ beneficiary association”, without limitation, under Section 501(c)(9) of the Code and each "“employee benefit plan" ” within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is or has been currently sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, or with respect to which any such plans which are subject to Code Section 401(a), potential liability is borne by Company or any trade or business (whether or not incorporated) which that is or, or at any relevant time, time was treated as a single employer with iPrint Company within the meaning of Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) collectively, the “Company Employee Plans”). Neither Company nor, to the knowledge of Company, any other person or (oentity, has made any commitment to modify, change or terminate any Company Employee Plan, other than with respect to a modification, change or termination required by Legal Requirements. There are no loans by Company to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Company Employee Plan intended to qualify under Section 401(k) of the Code, (a "iPrint ERISA Affiliate") for the benefit of and there have never been any ---------------------- person who performs or who has performed services for iPrint or with respect loans by Company subject to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Regulation U of the iPrint Employee Plans Board of Governors of the Federal Reserve System as from time to time in effect and related plan documents, including (without limitation) the most recent determination any successor to all or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesa portion thereof establishing margin requirements.

Employee Benefit Plans. (a) iPrint has set Section 4.14(a)(i) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the iPrint Disclosure Schedule Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (each, a complete “Company Pension Plan”, all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (each, a “Company Welfare Plan” and accurate list of each plan, program, policy, practice, contract, agreement vacation or other arrangement providing for employment, compensation, retirement, deferred compensation, loanspaid time off, severance, separationtermination, relocationretention, repatriationchange in control, expatriationemployment, visasincentive compensation, work permitsperformance, termination payprofit sharing, performance awardsstock-based, bonus, incentivestock-related, stock option, fringe benefit, material perquisite, stock purchase, stock bonusownership, phantom stockstock and deferred compensation plan, stock appreciation rightarrangement, supplemental retirementagreement and understanding and other compensation, benefit and fringe benefitsbenefit plans, cafeteria benefitsarrangements, or other benefitsagreements and understandings, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, to or required to be sponsored, maintained or contributed to to, by iPrintthe Company or any other Person that, any subsidiary of iPrint andtogether with the Company, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of under Section 414(b), (c),(mc), (m) or (o) of the CodeCode or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (a "iPrint ERISA Affiliate") for all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the benefit date of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintthis Agreement, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee “Company Benefit Plans"”). --------------------- (bSection 4.14(a)(ii) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans Company Disclosure Letter sets forth a list, as of the date hereof, of (i) each employment, deferred compensation, change in control, severance, termination, employee benefit, loan or indemnification agreement between the Company, on the one hand, and related plan documentsany Company Participant, on the other hand, and (ii) each compensatory contract between the Company, on the one hand, and any Company Participant, on the other hand (all such contracts under the foregoing clauses (i) and (ii), including (without limitation) any contract which is entered into on or after the most recent determination or opinion letterdate of this Agreement, trust documentscollectively, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses“Company Benefit Agreements”).

Employee Benefit Plans. (a) iPrint has set forth in Section 4.12(a) of the iPrint Company Disclosure Schedule contains a true and complete and accurate list of each plan, program, policy, practice, contract, agreement deferred compensation and each bonus or other arrangement providing for employment, incentive compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonusoption and other equity compensation or ownership plan, phantom stockprogram, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, agreement or other benefits, whether written or unwritten, including, without limitationarrangement, each severance or termination pay, medical, surgical, hospitalization, life insurance and other "employee benefit welfare" plan" , fund or program (within the meaning of Section 3(33(1) of ERISA which the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other "pension" plan, fund or program (within the meaning of Section 3(2) of ERISA); each employment, retention, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is or has been sponsored, maintained, maintained or contributed to, to or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), the Company or by any trade or business (business, whether or not incorporated) which is orincorporated (an "ERISA Affiliate"), at any relevant timethat, was treated as together with the Company would be deemed a "single employer with iPrint employer" within the meaning of Section 414(b), (c),(m) or (o4001(b) of ERISA, or to which the CodeCompany or an ERISA Affiliate is party, (a "iPrint ERISA Affiliate") whether written or oral, for the benefit of any ---------------------- person who performs employee or who has performed services for iPrint director or with respect to which iPrintformer employee or director (or any of their respective beneficiaries), of the Company or any subsidiary, or iPrint ERISA Affiliate has or may have any liability of its Subsidiaries (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Company Benefit Plans"). --------------------- (b) Documents. iPrint With respect to each Company Benefit Plan, the Company has furnished delivered or made available to Wood Parent a true and complete --------- copies correct copy of documents embodying each of the iPrint Employee Plans following documents: (i) the two most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), if required under ERISA, (ii) a copy of the Company Benefit Plan and related any material amendments thereto, (iii) each trust agreement, insurance contract or other funding vehicle relating to such Company Benefit Plan, (iv) the most recent summary plan documentsdescription for each Company Benefit Plan for which a summary plan description is required, including (without limitationv) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA, if any, and (vi) the most recent determination or opinion letter, trust documentsif any, group annuity contracts, plan amendments, insurance policies issued by the IRS with respect to any Company Benefit Plan intended to qualify under Section 401(a) or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary 501(c) of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCode.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.10.1 Section 3.10.1 of the iPrint Company Disclosure Schedule sets forth a true and complete and accurate list of each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any other plan, policy, program, policy, practice, contractagreement, agreement understanding or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, (whether written or unwrittenoral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each "employee benefit plan" within a “Company Benefit Plan”). None of the meaning of Section 3(3) of ERISA which is or has been sponsoredCompany, maintainedor, contributed to, or required to be contributed to by iPrintthe Company’s knowledge, any subsidiary of iPrint andother person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, the Company has delivered to Parent true, correct and complete copies of (A) each Company Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (C) the three most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan (and, if any such plans which are subject annual report is a Form 5500R, the Forms 5500C filed with respect to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(bsuch Company Benefit Plan), (c),(mD) the most recent actuarial report or (o) of the Codeother financial statement relating to such Company Benefit Plan, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationE) the most recent determination or opinion letter, trust documentsif any, group annuity contractsissued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings made with any Governmental Entity, including but not limited to, any filings under the last three plan years, Form 5500 reports filed for Voluntary Compliance Resolution or Closing Agreement Program or the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesDepartment of Labor Delinquent Filer Program.

Employee Benefit Plans. (a) iPrint has set forth in Schedule 4.14(a) of the iPrint Disclosure Schedule Schedules contains a true, correct and complete and accurate list of each planpension, programbenefit, policyillness, practice, contract, agreement or other arrangement providing for employmentretirement, compensation, retirementprofit-sharing, deferred compensation, loansincentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, separationvacation, relocationpaid time off, repatriationfringe-benefit and other similar agreement, expatriationplan, visaspolicy, work permitsprogram or arrangement (and any amendments thereto), termination payin each case whether or not reduced to writing and whether funded or unfunded, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, including each "“employee benefit plan" ” within the meaning of Section 3(3) of ERISA the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not tax-qualified and whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, maintained or required to be contributed to sponsored by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business Seller during the past three (whether or not incorporated3) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") years for the benefit of any ---------------------- person who performs current or who has performed services for iPrint former employee, officer, director, retiree, independent contractor or with respect to which iPrint, consultant of Seller or any subsidiaryspouse or dependent of such individual, or iPrint ERISA Affiliate under which Seller has or may have any liability (includingas listed on Schedule 4.14(a) of the Disclosure Schedules, without limitationeach, contingent liability) or obligation (collectively, the "iPrint Employee Plans"a “Benefit Plan”). --------------------- (b) Documents. iPrint has furnished Sellers have delivered or made available to Wood true Buyer true, correct and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including following with respect to each Benefit Plan: (without limitationi) the most recent determination plan, policy, program or opinion letterarrangement documentation together with all amendments thereto, (ii) if applicable, copies of any trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee bookletscustodial agreements or insurance policies, administrative service agreements, (iii) copies of any summary plan descriptions, summary (iv) in the case of material modificationsany plan that is intended to be qualified under Section 401(a) of the Code, compliance a copy of the most recent advisory opinion or determination letter from the Internal Revenue Service and nondiscrimination tests (v) in the case of any plan for which Forms 5500 are required to be filed, a copy of the last three plan yearsmost recently filed Form 5500, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuseswith schedules attached.

Employee Benefit Plans. Except as set forth on Schedule 3.14, AeroAstro does not have, has not maintained and has no liability with respect to, (a) iPrint has any Employee Benefit Plan (as defined below) intended to qualify under Section 401(a) or 403(a)(i) of the Code; (b) any multiemployer plan, as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974 (“ERISA”); or (c) any employee pension benefit plan, as defined in Section 3(2) of ERISA. Schedule 3.14 contains a list setting forth each employee benefit plan or arrangement of AeroAstro including, but not limited to, employee welfare benefit plans, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees of AeroAstro, or their spouses or dependents, participate (“Employee Benefit Plans”) (true and accurate copies of which, together with the most recent annual reports on Form 5500, copies of the latest determination letters, and summary plan descriptions with respect thereto, if applicable, have been furnished to Radyne). Except as set forth on Schedule 3.14, with respect to each Employee Benefit Plan (i) each has been administered in material compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code, and each Employee Benefit Plan intended to qualify under Sections 401(a) or 403(a) of the Code has received a favorable determination letter from the Internal Revenue Service; (ii) no actions, suits, claims (other than benefit claims in the iPrint Disclosure Schedule a complete and accurate list ordinary course of each planbusiness) or disputes are pending, programor, policyto the knowledge of any Principal Shareholder, practicethreatened; (iii) no audits, contractinquiries, agreement reviews, proceedings, claims, or other arrangement providing for employmentdemands are pending with any governmental or regulatory agency; (iv) there are no facts which could give rise to any liability in the event of any such investigation, compensationclaim, retirementaction, deferred compensationsuit, loansaudit, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsreview, or other benefitsproceeding; (v) all material reports, whether written returns, and similar documents required to be filed with any governmental agency or unwrittendistributed to any plan participant have been duly or timely filed or distributed; and (vi) to the knowledge of any Principal Shareholder, including, without limitation, each "employee benefit plan" no “prohibited transaction” or breach of fiduciary duty has occurred within the meaning of Section 3(3) the applicable provisions of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (aNone of SPAC, or its Subsidiaries maintains, contributes to or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plan” as defined in Section 3(3) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each ERISA or any other material, written plan, policy, program, policyarrangement or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 days or such longer period as may be required by applicable Law) providing compensation or benefits to any current or former director, practiceofficer, contractemployee, agreement independent contractor or other arrangement providing for employmentservice provider, compensationincluding all incentive, retirementbonus, deferred compensation, loansvacation, severanceholiday, separationcafeteria, relocationmedical, repatriationdisability, expatriation, visas, work permits, termination pay, performance awards, bonus, incentivestock purchase, stock option, stock purchase, stock bonusappreciation, phantom stock, restricted stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefitsstock-based compensation plans, whether written policies, programs, practices or unwrittenarrangements, includingbut not including any plan, without limitationpolicy, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is program, arrangement or has been sponsoredagreement that covers only former directors, maintainedofficers, contributed toemployees, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or independent contractors and service providers and with respect to which iPrint, any subsidiary, SPAC or iPrint ERISA Affiliate has its Subsidiaries have no remaining obligations or may have any liability (including, without limitation, contingent liability) or obligation liabilities (collectively, the "iPrint Employee “SPAC Benefit Plans"). --------------------- (b”) Documents. iPrint has furnished to Wood true and complete --------- copies neither the execution and delivery of documents embodying each this Agreement nor the consummation of the iPrint Employee Plans and related plan documentsTransactions (either alone or in combination with another event) will (i) result in any payment (including severance, including unemployment compensation, golden parachute, bonus or otherwise) becoming due to any stockholder, director, officer or employee of SPAC or its Subsidiaries, or (without limitationii) result in the most recent determination acceleration, vesting or opinion lettercreation of any rights of any stockholder, trust documentsdirector, group annuity contracts, plan amendments, insurance policies officer or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesSPAC or its Subsidiaries to payments or benefits or increases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) iPrint has set forth Each “employee benefit plan,” as defined in the iPrint Disclosure Schedule a complete Section 3(3) of ERISA and accurate list of each planall other pension, programretirement, policy, practice, contract, agreement or other arrangement providing for employment, compensation, supplemental retirement, deferred compensation, loansexcess benefit, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardsprofit sharing, bonus, incentive, stock option, stock purchase, stock bonusownership, phantom stockstock option, stock appreciation right, supplemental retirementprofits interest, employment, severance, salary continuation, termination, change-of-control, health, life, disability, group insurance, vacation, holiday and fringe benefitsbenefit plan, cafeteria benefitsprogram, contract, or other benefits, arrangement (whether written or unwritten, includingqualified or nonqualified, without limitation, each "employee benefit plan" within the meaning of Section 3(3funded or unfunded and including any that have been frozen or terminated) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to to, by iPrint(i) MM, (ii) any subsidiary of iPrint andits subsidiaries, with respect to any such plans which are subject to Code Section 401(a), (iii) the Contributed Assets or (iv) any trade or business (whether or not incorporated) which is an ERISA Affiliate, under which MM or any ERISA Affiliate has any Liability with respect to any current or former employee, director, officer or independent contractor of MM or any of its subsidiaries or, at with respect to the Contributed Assets, any relevant time, was treated as a single employer with iPrint within of its Affiliates (the meaning of Section 414(b“MM Benefit Plans”), (c),(m) or (oare listed in Section 4.10(a) of the CodeMM Disclosure Letter. MM has made available to the Company, as applicable: (a "iPrint ERISA Affiliate"i) for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true correct and complete --------- copies of all documents embodying each of the iPrint Employee Plans and related plan documents, MM Benefit Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such MM Benefit Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each MM Benefit Plan; (iii) the most recent determination summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each MM Benefit Plan; (iv) all IRS determination, opinion, notification and advisory letters; (v) to the extent available, all material correspondence to or opinion letterfrom any Governmental Entity relating to any MM Benefit Plan; (vi) to the extent available, trust documentsall COBRA forms and related notices within the last three (3) years; (vii) to the extent available, group annuity contractsall discrimination tests for the MM Benefit Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, plan amendmentsif any, insurance policies or contractsprepared for each MM Benefit Plan; (ix) the most recent annual and periodic accounting of the MM Benefit Plan assets; (x) all material written agreements and contracts relating to each MM Benefit Plan, participant agreementsincluding, employee bookletsbut not limited to, administrative service agreements, summary plan descriptions, summary of group annuity contracts and group insurance contracts; (xi) all material modifications, compliance and nondiscrimination tests for communications generally distributed to all employees or former employees within the last three plan years(3) years relating to any amendments, Form 5500 terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material Liability under any MM Benefit Plan or proposed MM Benefit Plan; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each MM Benefit Plan; and (xiii) all registration statements, annual reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesprospectuses prepared in connection with any MM Benefit Plan.

Employee Benefit Plans. (a) iPrint has set forth in Section 4.19(a) of the iPrint Company Disclosure Schedule contains a complete list and accurate list brief description of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA and sometimes referred to herein as "Welfare Plans") and each other "Benefit Plan" (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, policyarrangement or agreement (including any employment or consulting agreement) to provide employees, practicedirectors, contractindependent contractors, agreement consultants, officers or other arrangement providing for employmentagents with medical, compensationhealth, life, bonus, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, loans, severance, separationsalary continuation, relocationvacation, repatriationsick leave, expatriationfringe, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, incentive insurance or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, or contributed to, or required to be contributed to to, by iPrint, the Company or any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") Subsidiary for the benefit of any ---------------------- person current or former independent contractors, consultants, agents, employees, officers or directors of the Company or any Subsidiary. The Company has no present commitments to pay any employees, directors, independent contractors, consultants, officers or agents of the Company or any Subsidiary any bonus for the current fiscal year whether upon the achievement of any performance target or otherwise. Section 4.19(a) of the Company Disclosure Schedule contains a brief description of (i) the Company's historical bonus plan or arrangements (whether written or oral) pursuant to which any employees, directors, independent contractors, consultants, officers or agents of the Company or any Subsidiary received a bonus payment of any kind for services rendered during the fiscal years ended December 31, 2001 and December 31, 2002 and the amounts actually received by such employees, directors, independent contractors, consultants, officers or agents for such periods and (ii) the amount of cash payments that will or could become payable and the individuals who performs will or who might receive such payments upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Company has performed services for iPrint delivered or made available to Buyer true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Benefit Plan for which iPrintsuch summary plan description is required, (iv) each trust agreement and group annuity contract relating to any subsidiaryBenefit Plan; (v) a list of all assets and liabilities of, allocated to or iPrint ERISA Affiliate has or may have accounted for separately with respect to every Benefit Plan (including insurance contracts associated with every Benefit Plan regardless of whether any liability current cash value exists); and (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationvi) the most recent determination or opinion letterletter from the Internal Revenue Service, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesif any.

Employee Benefit Plans. (a) iPrint has All employee compensation, incentive, material fringe or benefit plans, programs, policies, commitments or other arrangements or remuneration of any kind (whether or not set forth in the iPrint Disclosure Schedule a complete written document and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each all "employee benefit planplans" within the meaning of Section 3(3) of ERISA which is the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) for the benefit of any active, former employee, director or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintconsultant of Company ("EMPLOYEE"), any domestic subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), Company or any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint Company within the meaning of Section 414(b), (c),(m) or (o) 414 of the Code, Code (a "iPrint ERISA AffiliatePLAN AFFILIATE") for the benefit of any ---------------------- person who performs or who has performed services for iPrint ), or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate Company has or may in the future have any liability liability, are listed in Section 2.11(a) of the Company Schedule (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee PlansPLANS"); PROVIDED, HOWEVER, consulting agreements not material to the Company's business or operations are not listed on Schedule 2.11(a). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent correct and complete --------- copies of all (i) documents embodying each of the iPrint Employee Plans and related plan documents, Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Plan; (iii) the most recent determination summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Plan; (iv) all Internal Revenue Service ("IRS") or opinion letterUnited States Department of Labor ("DOL") determination, trust documentsopinion, group annuity contractsnotification and advisory letters; (v) all material correspondence to or from any governmental agency relating to any Plan; (vi) all COBRA (as defined below) forms and related notices (or such forms and notices as required under comparable law); (vii) all discrimination tests for each Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, plan amendmentsif any, insurance policies or contractsprepared for each Plan; (ix) if the Plan is funded, participant agreementsthe most recent annual and periodic accounting of Plan assets; (x) all material written agreements and contracts relating to each Plan, employee bookletsincluding, but not limited to, administrative service agreements, summary plan descriptionsgroup annuity contracts and group insurance contracts; (xi) all material communications to employees or former employees regarding in each case, summary relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material modificationsliability under any Plan or proposed Plan; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; and (xiii) all registration statements, compliance annual reports (Form 11-K and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms all attachments thereto) and related notices, and registration statements and prospectusesprospectuses prepared in connection with any Plan.

Employee Benefit Plans. (a) iPrint has set forth in A list of all material Company Benefit Plans as of the iPrint date of this Agreement are identified on Company Disclosure Schedule 3.17(a). For this purpose, a complete “Company Benefit Plan” means each benefit and accurate list of each plancompensation plans, programcontracts, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitspolicies, or other benefitsarrangements (whether or not written) (i) covering current or former employees of Company or any of its Subsidiaries (the “Company Employees”), whether written (ii) covering current or unwrittenformer members of its board of directors of Company or any of its Subsidiaries, or (iii) with respect to which Company or any Subsidiary has or may have any liability or contingent liability (including liability arising from affiliation under Section 414 of the Code or Section 4001 of ERISA) including, without limitationbut not limited to, each "“employee benefit plan" plans” within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(bcovered by ERISA), (c),(m) or (o) and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans, equity based arrangements, retention, salary continuation, change in control, vacation, paid time off, insurance, split dollar life insurance, welfare and fringe-benefit, medical, dental, vision, disability, Code Section 125 cafeteria, and flexible benefits. True and complete copies of all material Company Benefit Plans have been made available to Buyer including, in each case to the Codeextent applicable, (a "iPrint ERISA Affiliate"i) for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintcurrent plan documentation, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectivelyamendments thereto, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, current summary plan descriptionsdescription, summary and any summaries of material modificationsmodifications related thereto, compliance (ii) annual reports (Form 5500s) and nondiscrimination tests all attachments thereto (including audited financial statements), if any, filed with the IRS for the last three plan (3) years, Form 5500 reports filed (iii) the most recently received IRS determination letter, if any, or pre-approved plan or advisory letter issued by the IRS, relating to any such Company Benefit Plan, (iv) the current trust agreement, insurance contract or other funding arrangement and any amendments related thereto, (v) non-discrimination testing results for the last three (3) completed plan years, standard COBRA forms (vi) actuarial valuations and related noticesreports for the last three (3) completed plan years, and registration statements and prospectuses(vii) all material non-routine correspondence received from or sent to any Governmental Authority in the last three (3) years.

Employee Benefit Plans. (a) iPrint has set forth The FCB Companies have disclosed in Section 5.14 of the iPrint FCB Disclosure Schedule a Memorandum, and delivered or made available to Flag prior to the execution of this Agreement, correct and complete and accurate list copies in each case of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation(i) all pension, retirement, profit-sharing, deferred compensation, loansstock option, severanceemployee stock ownership, separationphantom stock, relocationshare appreciation rights, repatriationsupplemental pension, expatriationretainer, visassavings, work permitsretirement, severance pay, termination pay, performance awardschange of control, bonusvacation, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, bonus or other benefitsincentive plans, whether (ii) all other written employee policies, programs, arrangements or unwrittenagreements of any kind providing compensation, remuneration or benefits or perquisites of any kind, (iii) all medical, vision, dental or other health or welfare plans, all life insurance plans and all other employee benefit plans or fringe benefit plans, including, without limitation, each "“employee benefit plan" plans” as that term is defined in Section 3(3) of ERISA, (iv) all “specified fringe benefit plans” as defined in Section 6039D(d)(1) of the Internal Revenue Code, (v) all “nonqualified deferred compensation plans” as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Internal Revenue Code, and (vi) all “multiemployer plans” within the meaning of Section 3(3Sections 3(37) or 4001(a)(3) of ERISA, which is currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or which has within the past seven years been adopted, maintained by, sponsored in whole or in part by, or contributed to by, any FCB Companies or any Affiliate thereof for the benefit of current or former employees, directors, independent contractors, shareholders, officers or other individuals, or any spouse, child or other dependent of such individuals or which could result in any liability being asserted against any FCB Company (collectively, the “FCB Benefit Plans”). Any of the FCB Benefit Plans which is an “employee welfare benefit plan,” as that term is defined in Section 3(l) of ERISA, or an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, is referred to herein as a “FCB ERISA Plan.” Each FCB ERISA Plan which is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code or Section 3(35) of ERISA) is referred to herein as an “FCB Pension Plan”. No FCB Benefit Plan is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single “multi-employer with iPrint plan” within the meaning of Section 414(b), (c),(mSections 3(37) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"4001(a)(3). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has All employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in the iPrint Disclosure Schedule a complete written document and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each all "employee benefit planplans" within the meaning of Section 3(3) of ERISA which is the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering any active or has been sponsoredformer employee, maintained, contributed todirector or consultant of Company, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint Company within the meaning of Section 414(b414 of the Code (an "Affiliate"), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintCompany has liability, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liabilityare listed in Section 2.11(a) or obligation of the Company Schedule (collectively, the "iPrint Employee Plans"). --------------------- Company has provided, or will provide within five (b5) Documents. iPrint has furnished business days of the date hereof, to Wood true Parent: (i) correct and complete --------- copies of all documents embodying each of the iPrint Employee Plans and related plan documents, Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Plan; (iii) the most recent determination summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Plan; (iv) all Internal Revenue Service (the "IRS") or opinion letterDepartment of Labor (the "DOL") determination, trust documentsopinion, group annuity contractsnotification and advisory letters; (v) all material correspondence to or from any governmental agency relating to any Plan; (vi) all material communications to employees or former employees, plan relating to any amendments, insurance policies terminations, establishments, increases or contractsdecreases in benefits, participant agreementsacceleration of payments or vesting schedules or other events which would result in any material liability under any Plan or proposed Plan; and (vii) all registration statements, employee booklets, administrative service agreements, summary plan descriptions, summary annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with any Plan. None of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesPlans is self-insured.

Employee Benefit Plans. (a) iPrint has set Schedule 4.20 sets forth all Employee Benefit Plans and any collective bargaining agreements or labor contracts in which the iPrint Disclosure Schedule a complete and accurate list of each planCorporation participates, programor by which it is bound, policyincluding, practicewithout limitation: (i) any profit sharing, contractstock bonus, agreement or other arrangement providing for employment, compensation, retirementemployee stock ownership, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonusappreciation rights, phantom stock, stock appreciation rightpurchase, supplemental pension, retainer, consulting, retirement, welfare, or incentive plan or agreement; (ii) any plan providing for "fringe benefits" to its employees, cafeteria including but not limited to vacation, holiday, sick leave, disability, severance, medical, hospitalization, dental, vision, counseling, life insurance and other insurance plans, personal leave, employee discount, educational, and related benefits, or ; (iii) any written employment agreement and any other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or employment agreement not incorporated) which is or, terminable at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) will; or (oiv) any other Employee Benefit Plan (all of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect foregoing being referred to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, collectively as the "iPrint Employee Plans"). --------------------- Except as set forth in Schedule 4.20, (bi) Documents. iPrint has furnished to Wood true the Corporation is in compliance in all material respects with the reporting and complete --------- copies disclosure requirements of documents embodying each Part 1 of Subtitle IB of ERISA and the corresponding provisions of the iPrint Code to the extent applicable to all Employee Benefit Plans; (ii) the Corporation has performed in all material respects all of its obligations under all Employee Plans required to be performed heretofore; and related plan documents(iii) there are no actions, including (without limitation) suits or claims pending or, to the most recent determination knowledge of the Corporation, threatened against any Employee Plan or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary the assets of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticessuch plans, and registration statements and prospectusesto the best knowledge of the Corporation, no facts exist which are likely to give rise to any material actions, suits or claims against such plans or the assets of such plans. The Corporation shall notify the Partnership in writing of any such actions, suits, or claims existing after the date of this Agreement but before the Effective Time.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.10 of the iPrint Disclosure Company Schedule of Exceptions contains a true and complete and accurate list of each planCompany Benefit Plan (as defined below). As used herein, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, the term "Company Plan" means each "material employee benefit plan" plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 ("ERISA")), including each "employee pension benefit plan" (as defined in Section 3(2) of ERISA), and each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or policy (written or oral) to provide benefits, other than salary, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock grant or stock purchase rights, phantom rights, deferred compensation, bonus, severance policies or agreements, retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by the Company or to which the Company contributes to or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA which is or has been sponsored, maintained, contributed toAffiliate, or required any other plan, arrangement or policy mandated by applicable Law, for the benefit of any current, former or retired employee, officer, consultant, independent contractor or director of the Company, its Subsidiaries or any ERISA Affiliate (collectively, the "Company Employees"). The Company has made available to be contributed to Parent copies of all material documents constituting the Company Plans, the three most recently filed Forms 5500 for such Company Plans and financial statements attached thereto, all Internal Revenue Service (the "IRS") determination letters for the Company Plans, all notices that were issued within the preceding three years by iPrintthe IRS, Department of Labor, or any subsidiary of iPrint and, other Governmental Entity with respect to the Company Plans, all employee manuals or handbooks containing personnel or employee relations policies, and all other material documents relating to the Company Plans. For purposes of this Section 3.10, the term Company includes any such plans which are subject to Code Section 401(a)ERISA Affiliate. The term "ERISA Affiliate" means any person, any trade that together with the Company, is or business (whether or not incorporated) which is or, was at any relevant time, was time treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) under section 414 of the Code, (Code or section 4001 of ERISA and any general partnership of which the Company is or has been a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesgeneral partner.

Employee Benefit Plans. (a) iPrint has set Section 4.14(a)(i) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the iPrint Disclosure Schedule Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a complete “Company Pension Plan” and accurate list collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and each plan, program, policy, practice, contract, agreement vacation or other arrangement providing for employment, compensation, retirement, deferred compensation, loanspaid time off, severance, separationtermination, relocationretention, repatriationchange in control, expatriationemployment, visasincentive compensation, work permitsperformance, termination payprofit sharing, performance awardsstock-based, bonus, incentivestock-related, stock option, fringe benefit, perquisite, stock purchase, stock bonusownership, phantom stockstock and deferred compensation plan, stock appreciation rightarrangement, supplemental retirementagreement and understanding and other compensation, benefit and fringe benefitsbenefit plans, cafeteria benefitsarrangements, agreements and understandings (whether or other benefitsnot legally binding), whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, to or required to be sponsored, maintained or contributed to to, by iPrintthe Company, any subsidiary of iPrint andCompany Subsidiary or any other Person that, together with respect to any such plans which are subject to Code Section 401(a)the Company, any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of under Section 414(b), (c),(mc), (m) or (o) of the CodeCode or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (a "iPrint ERISA Affiliate") for all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the benefit date of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintthis Agreement, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee “Company Benefit Plans"”). --------------------- (bSection 4.14(a)(ii) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans Company Disclosure Letter sets forth a list, as of the date hereof, of (i) each employment, deferred compensation, change in control, severance, termination, employee benefit, loan or indemnification agreement between the Company or any Company Subsidiary, on the one hand, and related plan documentsany Company Participant, on the other hand, and (ii) each contract between the Company or any Company Subsidiary, on the one hand, and any Company Participant, on the other hand (all such contracts under the foregoing clauses (i) and (ii), including (without limitation) any contract which is entered into on or after the most recent determination or opinion letterdate of this Agreement, trust documentscollectively, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses“Company Benefit Agreements”).

Employee Benefit Plans. (a) iPrint has set forth in Section 3.10(a) of the iPrint Company Disclosure Schedule a complete lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, all bonus, incentive, stock option, stock purchase, stock bonus, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, fringe benefits, cafeteria benefits, severance or other benefitsbenefit plans, whether written programs or unwrittenarrangements, includingand all employment, without limitationretention, each "employee benefit plan" within termination, severance or other contracts or agreements, to which the meaning of Section 3(3) of ERISA which Company or any Subsidiary is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint anda party, with respect to which the Company or any such plans Subsidiary has any obligation or which are subject maintained, contributed to Code Section 401(a), or sponsored by the Company or any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") Subsidiary for the benefit of any ---------------------- person who performs current or who has performed services for iPrint former employee, officer or with respect to which iPrint, director of the Company or any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation Subsidiary (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint For each Plan, the Company has furnished or made available to Wood Parent a true and complete --------- copies copy of documents embodying each Plan document and where such Plan is unwritten, a written description of the iPrint Employee Plans material terms thereof, and related has delivered or made available to Parent a true and complete copy of the following: (i) each trust or other funding arrangement prepared in connection with a Plan, (ii) each summary plan documentsdescription and summary of material modifications (or a description of any material oral communications) provided by the Company or any Subsidiary to any current or former employees, including officers, directors, or other beneficiaries or their dependents or spouses of the Company or any Subsidiary concerning the extent of the benefits provided under each Plan, (without limitationiii) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, recently filed Internal Revenue Service ("IRS") Form 5500 reports filed for each Plan required to file such report, (iv) the last three plan yearsmost recently received IRS determination letter or IRS prototype opinion letter for each Plan that has received such IRS determination letter or IRS prototype opinion letter and (v) the most recently prepared actuarial report or financial statement in connection with each Plan required to prepare or distribute such actuarial report or financial statement. Except as disclosed in Section 3.10(a) of the Company Disclosure Schedule, standard COBRA forms and related noticesneither the Company nor any Subsidiary has any express or implied commitment (i) to create, and registration statements and prospectusesincur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by this Agreement, the Transactions or ERISA, the Code or to otherwise comply with applicable law.

Employee Benefit Plans. (a) iPrint has set forth in Section 2.16(a) of the iPrint Company Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint andlists, with respect to any such plans which are subject to Code Section 401(a), the Company and the Company Subsidiaries and any trade or business (whether or not incorporated) which that is or, at any relevant time, was treated as a single employer with iPrint the Company and the Company Subsidiaries within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, Code (a an "iPrint ERISA Affiliate"), (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) loans to officers and directors other than advances for expense reimbursements incurred in the ordinary course of business and any stock option, stock purchase, phantom stock, stock appreciation right, equity-related, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Code Section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iii) all bonus, pension, retirement, profit sharing, savings, deferred compensation or incentive plans, programs, policies, agreements or arrangements, (iv) other fringe, perquisite, or employee benefit plans, programs, policies, agreements or arrangements of the Company and the Company Subsidiaries and (v) any current or former employment, consulting, change of control, retention or executive compensation, termination or severance plans, programs, policies, agreements or arrangements, written or otherwise, as to which unsatisfied liabilities or obligations (contingent or otherwise) of the Company or any of the Company Subsidiaries remain for the benefit of, or relating to, any present or former employee, consultant or director of the Company or any ---------------------- person who performs or who has performed services for iPrint of the Company Subsidiaries, or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate has or may of the Company Subsidiaries could reasonably be expected to have any liability liabilities or obligations (including, without limitation, contingent liability) or obligation (collectivelytogether, the "iPrint Company Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (ai) iPrint has set forth in Section 3.01(t)(i) of the iPrint Seller Disclosure Schedule contains a complete and accurate list of each planall bonus, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirementincentive, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability pension (including, without limitation, contingent liabilitySeller Pension Plans, as defined below), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare (including, without limitation, “welfare plans” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), fringe benefit plans, employment, change in control, retention or obligation severance agreements, consulting agreements or arrangements and all similar practices, policies and arrangements maintained or contributed to (currently or within the last six years) by (A) Seller or any Seller Subsidiary and in which any employee or former employee (the “Seller Employees”), consultant or former consultant (the “Seller Consultants”), officer or former officer (the “Seller Officers”), or director or former director (the “Seller Directors”) of Seller or any Seller Subsidiary participates or to which any such Seller Employees, Seller Consultants, Seller Officers or Seller Directors are parties or (B) any Seller ERISA Affiliate (as defined below) (collectively, the "iPrint Employee “Compensation and Benefit Plans"”). --------------------- Notwithstanding the foregoing, the term “Compensation and Benefit Plans” shall not include plans, funds, programs, policies, practices or procedures that are maintained or funded (bA) Documents. iPrint has furnished to Wood true and complete --------- copies by Seller Employees, Seller Consultants, Seller Officers or Seller Directors for their own benefit or for the benefit of documents embodying each their employees, such as individual retirement arrangements or plans described in Section 401(a) of the iPrint Employee Plans Code benefiting (or intended to benefit) themselves or persons who are not Seller Employees or (B) by persons or entities who are not Seller ERISA Affiliates (as defined below). Neither Seller nor any Seller Subsidiary has any commitment to create any additional Compensation and related plan documentsBenefit Plan or to modify or change any existing Compensation and Benefit Plan, including (without limitation) except to the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary extent required by law and as otherwise contemplated by Section 6.02 of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesthis Agreement.

Employee Benefit Plans. (a) iPrint has set forth Schedule 3.12(a) lists all written and describes all non-written employee benefit plans (as defined in the iPrint Disclosure Schedule a complete Section 3(3) of ERISA) (other than any “multiemployer plan” as defined in Section 3(37) of ERISA) and accurate list of each planall bonus, program, policy, practice, contract, agreement stock or other arrangement providing for employmentsecurity, compensationoption, retirementstock or other security purchase, stock or other security appreciation rights, incentive, deferred compensation, loanspension or supplemental retirement, profit sharing, “change in control,” termination, severance, separationgolden parachute, relocationvacation, repatriationcafeteria, expatriationdependent care, visasmedical care, work permitsemployee assistance program, termination payeducation or tuition assistance programs, performance awardsinsurance and other similar fringe or employee benefits plan, bonusprograms or arrangements, incentiveand any employment or executive compensation or severance agreements, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwrittenotherwise, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is that are sponsored or has been sponsored, maintained, contributed to, maintained or entered into or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of, or relating to, any present or former employee, director or consultant of the Company or any ---------------------- person who performs or who has performed services for iPrint Subsidiary of the Company, or with respect to which iPrintthe Company or any Subsidiary of the Company has any Liability (collectively, the “Employee Plans”) and each “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) to which the Company or any subsidiary, or iPrint ERISA Affiliate is obligated to contribute or has any Liability (each “Multiemployer Plan”). The Company and its Subsidiaries have made available to the Parent with respect to each Employee Plan correct and complete copies of (where applicable): (i) all plan documents (or, if not written, a written summary of its material terms), summary plan descriptions, summaries or may have material modifications and amendments related to such plans, (ii) the most recent determination letters received from the IRS, where applicable, (iii) the three most recent Form 5500 Annual Reports, along with all schedules and attachments, (iv) the most recent audited financial statement and actuarial valuation, (v) all material correspondence relating to any liability such Employee Plan between the Company, its Subsidiaries or their representatives and any government agency or regulatory body (including, without limitation, contingent liabilityany filings under the IRS Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program and any reportable event filing with the PBGC) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each within three years of the iPrint date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary, (vi) all related agreements, collective bargaining agreements, insurance contracts, trust agreements, fiduciary bonds and other agreements or instruments which implement each such Employee Plans Plan and related plan documents, including (without limitationvii) the most recent determination notice received by the Company or opinion letterany ERISA Affiliate indicating the estimated withdrawal liability for each Multiemployer Plan and all other material correspondence concerning each Multiemployer Plan received within three years of the date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary. Neither the Company nor its Subsidiaries has any legally binding commitment or formal plan, trust documentsto create any additional employee benefit plan or modify or change any existing Employee Plan, group annuity contracts, plan amendments, insurance policies except as required by law or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for provided in the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesapplicable Collective Bargaining Agreement.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.13(a) of the iPrint Company Disclosure Schedule sets forth a complete and accurate list of each every employee benefit plan, programwithin the meaning of ERISA Section 3(3), policy, practice, contract, agreement each loan to an employee and each plan or other arrangement providing for employmentinsurance coverage (including any self-insured arrangements that are clearly identified as such, compensationand any stop-loss insurance policies issued in connection with such self-insured arrangements), retirementworkers’ compensation benefits, vacation and/or paid time off benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, relocation benefits, cafeteria benefits, child-dependent care benefits, sabbatical, retirement benefits, non-qualified deferred compensation, loanspension, severanceprofit-sharing, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, stock bonus, incentivebonuses, sales commission, stock optionoptions, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefitsforms of incentive compensation or post-retirement insurance, whether written compensation or unwrittenbenefits for employees, includingconsultants or directors that is currently in effect or which has been in effect at any time during or after 2003, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA and which is or has been sponsored, maintained, contributed to, maintained or required to be contributed to by iPrintthe Company or any ERISA Affiliate or which covers any current or former employee, consultant or director of the Company or any subsidiary of iPrint andERISA Affiliate (such plan, with programs and arrangements, herein denominated the "Employee Programs"). With respect to any such plans which are subject each Employee Program that is intended to Code qualify under Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs Company or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint an ERISA Affiliate (i) has or may have any liability (includingreceived a favorable advisory, without limitationdetermination, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination notification or opinion letter, trust documentsas applicable, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary from the IRS that such Employee Program satisfied the requirements of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesall applicable Laws (a copy of which letter(s) have been delivered to Parent), and registration statements to the Company Knowledge, no event has occurred and prospectusesno condition exists that would reasonably be expected to result in the loss of tax-qualified status of such Employee Program, (ii) has applied timely to the IRS for such letter or has a remaining period of time to apply for such letter, or (iii) relies on a favorable IRS opinion letter or advisory letter issued to the master and prototype or volume submitter plan sponsor of such Employee Program in accordance with IRS guidance for reliance on such opinion or advisory letters.

Employee Benefit Plans. (a) iPrint has Sections 3.17(a)(i) and Section 3.17(a)(ii) of the Company Disclosure Schedule, respectively, set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan(i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), program, policy, practice, contract, agreement whether or not subject to ERISA and (ii) all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardsconsulting and independent contractor agreement, bonus, incentive, stock option, stock purchasepurchase or other equity-based, stock bonusbenefit, phantom stockincentive compensation, stock appreciation rightprofit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirementretirement (including termination indemnities and seniority payments), fringe benefitsseverance, cafeteria benefitstermination, retention, change of control and other similar fringe, welfare or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) of ERISA which is maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintfor the benefit of or relating to any current or former employee, consultant or independent contractor or director of the Company, any subsidiary of iPrint and, with respect to its Subsidiaries or any such plans which are subject to Code Section 401(a), any other trade or business (whether or not incorporated) which is or, at any relevant time, was would be treated as a single employer with iPrint within the meaning Company or any of its Subsidiaries under Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may have any liability material Liability (including, without limitation, contingent liability) or obligation (collectivelytogether the “Employee Plans”). With respect to each Employee Plan, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent complete and complete --------- accurate copies of documents embodying (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each of the iPrint Employee Plans and related plan documentsPlan, including all schedules thereto; (without limitationB) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust documentsagreements, group annuity insurance contracts, plan amendments, insurance policies or contractsother documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority within the past three years relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), participant agreementsto the extent applicable, employee booklets(x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesmodifications or supplements to any such document.

Employee Benefit Plans. (a) iPrint has set Set forth in the iPrint Disclosure Schedule on Confidential Schedules 3.27(a) and 3.28(a) is a complete and accurate correct list of each planall “employee benefit plans” (as defined in the Employee Retirement Income Security Act of 1974, programas amended (“ERISA”)), policyall multiple employer and “multiemployer plans” (as defined in the Code or ERISA), practiceall specified fringe benefit plans as defined in Code § 6039D, contractand all other bonus, agreement or other arrangement providing for employmentincentive, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentiveprofit sharing, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, fringe benefitsbenefit or welfare plan or any other similar plan, cafeteria benefitsagreement, policy or understanding (written or oral, qualified or nonqualified, currently effective or terminated), and any trust, escrow or other benefitsagreement related thereto (the “Employee Plans”), whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3which (i) of ERISA which is or has been are sponsored, maintained, or contributed to, or required to be contributed to by iPrintHBI and any of its Subsidiaries, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, HBI and any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may could reasonably be expected to have any liability thereunder, and (ii) provide benefits, or describe policies or procedures applicable to, or for the welfare of, any current of former officer, director, independent contractor, employee, or service provider of HBI or any of its Subsidiaries, or the dependents or spouses of any such Person, regardless of whether funded. Except as set forth on Confidential Schedule 3.28(a), true, accurate and complete copies of the documents comprising each Employee Plan, or, in the case of each unwritten Employee Plan, a written description thereof, including, without limitationto the extent applicable each award agreement, contingent liability) or obligation trust, funding arrangements (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group all annuity contracts, plan amendments, insurance policies or contracts, participant agreementsand other funding instruments), employee bookletsthe most current determination letter issued by the Internal Revenue Service, administrative service agreements, summary plan descriptions, summary of material modifications, compliance Form 5500 Annual Reports (including all schedules and nondiscrimination tests attachments) for the last three most recent plan years, Form 5500 reports filed for the last three plan yearsdocuments, standard COBRA forms records, policies, procedures or other materials related thereto, have been delivered to TCB and related notices, are included and registration statements and prospectusesspecifically identified in Confidential Schedule 3.28(a). No unwritten amendment exists with respect to any written Employee Plan.

Employee Benefit Plans. (aExcept as may be contemplated by the Acquiror Incentive Plan Proposal, neither Acquiror, Merger Sub, nor any of their respective Subsidiaries maintains, contributes to, or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plan” as defined in Section 3(3) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each ERISA or any other material, written plan, policy, program, policyarrangement, practiceor agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than sixty (60) days or such longer period as may be required by applicable Law) providing compensation or benefits to any current or former director, contractofficer, agreement or other arrangement providing for employmentemployee, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsindependent contractor, or other benefits, whether written or unwrittenservice provider, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsoredall incentive, maintainedbonus, contributed todeferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, or required to be contributed to by iPrintother stock-based compensation plans, policies, programs, practices, or arrangements, but not including any subsidiary of iPrint andplan, with respect to any such plans which are subject to Code Section 401(a)policy, any trade program, arrangement, or business (whether or not incorporated) which is oragreement that covers only former directors, at any relevant timeofficers, was treated as a single employer with iPrint within the meaning of Section 414(b)employees, (c),(m) or (o) of the Codeindependent contractors, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or and service providers and with respect to which iPrintAcquiror, any subsidiaryMerger Sub, or iPrint ERISA Affiliate has any of their respective Subsidiaries have no remaining obligations or may have any liability (including, without limitation, contingent liability) or obligation liabilities (collectively, the "iPrint Employee “Acquiror Benefit Plans"). --------------------- (b”) Documents. iPrint has furnished to Wood true and complete --------- copies neither the execution and delivery of documents embodying each this Agreement nor the consummation of the iPrint Employee Plans and related plan documentstransactions contemplated by this Agreement (either alone or in combination with another event) will (i) result in any material compensatory payment (including severance, including unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any stockholder, director, officer, or employee of Acquiror, Merger Sub, or any of their respective Subsidiaries or (without limitationii) result in the most recent determination acceleration, vesting, or opinion lettercreation of any rights of any stockholder, trust documentsdirector, group annuity contractsofficer, plan amendmentsor employee of Acquiror, insurance policies Merger Sub, or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary any of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusestheir respective Subsidiaries to payments or benefits or increases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) iPrint Tritel has set forth in the iPrint Disclosure Schedule a made available to TeleCorp true, complete and accurate list correct copies of each planall employee benefit plans (as defined in Section 3(3) of the ERISA) and all bonus, program, policy, practice, contract, agreement stock or other arrangement providing for employmentsecurity option, compensationstock or other security purchase, retirementstock or other security appreciation rights, incentive, deferred compensation, loansretirement or supplemental retirement, severance, separationgolden parachute, relocationvacation, repatriationcafeteria, expatriationdependent care, visasmedical care, work permitsemployee assistance program, termination payeducation or tuition assistance programs, performance awardsplant closing or similar benefit plans, bonusretiree health or life benefit plans, incentiveinsurance and other similar fringe or employee benefit plans, stock optionprograms or arrangements, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsand any executive employment or executive compensation or severance agreements, or other benefitsa written summary of the material terms of any of the foregoing agreements if not in writing, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has have ever been sponsored, maintained, contributed to or entered into for the benefit of, or relating to, any present or required to be contributed to by iPrintformer employee, officer, director or consultant of Tritel or any subsidiary of iPrint andits Subsidiaries, with respect to any such plans which are subject to Code Section 401(a), or any trade or business (whether or not incorporated) which is ora member of a controlled group or which is under common control with Tritel, at or any relevant timeSubsidiary of Tritel, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) 414 of the Code, Code or Section 4001 of ERISA (a "iPrint Tritel ERISA Affiliate") for the benefit of any ), whether ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability not such plan is terminated (including, without limitation, contingent liability) or obligation (collectivelytogether, the "iPrint Tritel Employee Plans"). In --------------------- (b) Documents. iPrint addition, Tritel has furnished made available to Wood true TeleCorp with respect to each Tritel Employee Plan true, complete and complete --------- correct copies of documents embodying each of the iPrint Employee Plans and related plan documentsfollowing, including (without limitation) if applicable: the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, description and any subsequent summary of material modifications; any related trust, compliance insurance policy or other funding vehicle or contract providing for benefits (including any trusts of the type known as "rabbi trusts"); and nondiscrimination tests for the last three plan years, most recent Form 5500 reports series Annual Report with all schedules filed for with the last three plan yearsIRS. Subject to the requirements of ERISA, standard COBRA forms there are no restrictions on the ability of the sponsor of each Tritel Employee Plan to amend or terminate any Tritel Employee Plan and related noticeseach Tritel Employee Plan may with the consent of Tritel (or applicable Subsidiary or Tritel ERISA Affiliate) be assumed by the Holding Company or the Second Merger Sub, and registration statements and prospectusesas the case may be.

Employee Benefit Plans. (a) iPrint has All employee compensation, incentive, retirement, welfare, fringe or benefit plans, programs, policies, commitments, agreements or other arrangements (whether or not set forth in the iPrint Disclosure Schedule a complete written document and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "all “employee benefit plan" plans” within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which is are or has have been sponsored, maintained, contributed to, or required to be contributed to to, by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade Click2learn or business a Click2learn Affiliate (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate"defined below) for the benefit of any ---------------------- person who performs current or former employee, director or consultant of Click2learn or a Click2learn Affiliate (each a “Click2learn Employee”) who has performed services for iPrint any present or future rights to benefits, or with respect to which iPrint, Click2learn or any subsidiary, or iPrint ERISA Click2learn Affiliate has or, to its knowledge, may in the future have liability, are listed in Section 2.12(a) of the Click2learn Schedules, excluding any arrangement with any individual for the payment of salary, bonus or may have any liability commissions (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee “Click2learn Plans"”). --------------------- Click2learn has provided or made available to Docent: (bi) Documents. iPrint has furnished to Wood true correct and complete --------- copies of all documents embodying each of the iPrint Employee Plans and related plan documents, Click2learn Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Click2learn Plan; (ii) the most recent determination annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, the Code in connection with each Click2learn Plan; (iii) the most recent summary plan descriptions, summary description together with the summary(ies) of material modificationsmodifications thereto, compliance if any, required under ERISA with respect to each Click2learn Plan; (iv) all IRS determination, opinion, notification and nondiscrimination advisory letters; (v) all material correspondence to or from any governmental agency relating to any Click2learn Plan; (vi) the most recent discrimination tests for each Click2learn Plan; (vii) the last three plan yearsmost recent actuarial valuations, Form 5500 reports filed if any, prepared for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.each

Employee Benefit Plans. (a) iPrint has set forth in Section 3.17(a) of the iPrint Company Disclosure Schedule sets forth a complete and accurate list of each plan(i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), programwhether or not subject to ERISA, policy, practice, contract, agreement or and (ii) all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchasepurchase or other equity-based, stock bonusbenefit, phantom stockincentive compensation, stock appreciation rightprofit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirementretirement (including termination indemnities and seniority payments), fringe benefitsseverance, cafeteria benefitstermination, retention, change of control and other similar fringe, welfare or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) of ERISA which is maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintfor the benefit of or relating to any current or former employee or director of the Company, any subsidiary of iPrint and, with respect to its Subsidiaries or any such plans which are subject to Code Section 401(a), any other trade or business (whether or not incorporated) which is or, at any relevant time, was would be treated as a single employer with iPrint within the meaning Company or any of its Subsidiaries under Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or and with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may have any liability material Liability (including, without limitation, contingent liability) or obligation together the “Employee Plans”). With respect to each Employee Plan (collectivelyas applicable), the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent complete and complete --------- accurate copies of documents embodying each of (i) the iPrint Employee Plans and related plan documentsmost recent two years’ annual reports on Form 5500, including all schedules thereto; (without limitationii) the most recent determination letter from the Internal Revenue Service for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (iii) the plan documents and summary plan descriptions, or opinion lettera written description of the terms of any Employee Plan that is not in writing; (iv) any related trust agreements, trust documents, group annuity insurance contracts, plan amendments, insurance policies or contractsother documents of any funding arrangements; and (v) any notices to or from the Internal Revenue Service or any office or representative of the Department of Labor or any similar Governmental Entity during the most recent 12 months relating to any compliance issues in respect of any such Employee Plan. No Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (ii) subject to Section 302 of ERISA, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary Section 412 of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCode or Title IV of ERISA.

Employee Benefit Plans. (a) iPrint has set forth in Section 4.17 of the iPrint Company Disclosure Schedule contains a correct and complete and accurate list of identifying (i) each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "“employee benefit plan" within the meaning of ,” as defined in Section 3(3) of ERISA ERISA, each severance, termination, change of control retention, sale, bonus or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is or has been sponsored, maintained, contributed to, administered or required to be contributed to by iPrintthe Company or any ERISA Affiliate and covers any current or former employee, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade director or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) consultant of the CodeCompany or any of its Subsidiaries, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintthe Company or any of its Subsidiaries has any liability, and (ii) each employment, consulting or services agreement (other than at-will offer letters and consultant agreements providing no more than three months of notice of termination) of any subsidiarycurrent or former employee, director or iPrint ERISA Affiliate consultant of the Company or any Subsidiary of the Company (x) to which the Company or any Subsidiary is a party or with respect to which the Company or any Subsidiary has any continuing obligation and (y) (A) relates to the provision of services in the United States or may have any liability (including, without limitation, contingent liabilityB) provides for notice periods or obligation material benefits in excess of the minimum requirements under applicable Law or customary practice (collectively, the "iPrint “Employee Plans"”). --------------------- (b) Documents. iPrint has furnished to Wood Each Employee Plan is in writing and true and complete --------- copies of documents embodying each of the iPrint material Employee Plans Plan (and, if applicable, related trust or funding agreements or insurance policies) and related plan documents, including (without limitation) all material amendments thereto and material written interpretations thereof have been furnished to Parent together with the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, annual report (Form 5500 reports filed for including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Neither the last three plan yearsCompany nor any Subsidiary of the Company has any express or implied commitment, standard COBRA forms and related notices(i) to create, and registration statements and prospectusesincur liability with respect to or cause to exist any other employee benefit plan, program or arrangement or (ii) to modify, change or terminate any Employee Plan, other than with respect to a modification, change or termination required by Applicable Law.

Employee Benefit Plans. (a) iPrint has set Section 3.11(a) of the Company Disclosure Letter sets forth in the iPrint Disclosure Schedule a correct and complete and accurate list of each (i) all employee welfare benefit plans (as defined in section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), (ii) all employee pension benefit plans (as defined in Section 3(2) of ERISA) and (iii) all other employee benefit plans, programs, policies, agreements or arrangements, including any deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan or other equity-based plan, change in control agreement, retention, severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, employment contract (other than offer letters for at-will employment), retention incentive agreement, termination agreement, severance agreement, consulting agreement, vacation policy, practiceemployee loan, contractor other similar plan, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefitsarrangement, whether written or unwrittenoral, includingfunded or unfunded, without limitationor actual or contingent that (A) is maintained by the Company or any of its Affiliates for the benefit of current employees of the Company or any of its Affiliates (“Company Employees”), each "employee benefit plan" within former Company Employees or their beneficiaries, consultants or directors of the meaning of Section 3(3Company (collectively, “Affected Employees”), (B) of ERISA which is or has been sponsored, maintained, contributed toapproved by the Company or any of its Affiliates but is not yet effective for the benefit of Affected Employees or their beneficiaries, or required to be contributed to (C) was previously maintained by iPrint, the Company or any subsidiary of iPrint and, its Affiliates for the benefit of the Affected Employees or their beneficiaries and with respect to which the Company has any such plans which are subject liability (each a “Plan” and collectively the “Plans”). The Company has made available to Code Section 401(a), any trade or business Parent a correct and complete copy (whether or not incorporatedwhere applicable) which is of (1) each Plan (or, at any relevant timewhere a Plan has not been reduced to writing, was treated as a single employer with iPrint within the meaning summary of Section 414(ball material Plan terms of such Plan), (c),(m2) each trust or funding arrangement prepared in connection with each such Plan, (o3) the three most recently filed annual reports on Internal Revenue Service (“IRS”) Form 5500 or any other annual report required by applicable Law, (4) the most recently received IRS determination letter for each such Plan, (5) the most recently prepared actuarial report and financial statement in connection with each such Plan, (6) the most recent summary plan description, any summaries of material modification, any employee handbooks, (7) for the last three years, all correspondence with the IRS, United States Department of Labor (“DOL”) and any other Governmental Entity (A) pertaining to an audit of a Plan or a submission under the IRS Employee Plans Compliance Resolution System (except for routine ministerial correspondence acknowledging receipt of such a submission and the like), (B) pertaining to a determination letter application (except for routine ministerial correspondence acknowledging receipt of such an application and the like) (C) requesting information from or about a Plan, (D) pertaining to a penalty or proposed penalty in respect of the operation of a Plan, (E) pertaining to a prohibited transaction or alleged prohibited transaction under Sections 406 or 407 of ERISA or an excise tax under Section 4975 of the Code, (F) regarding the termination or proposed termination of a "iPrint ERISA Affiliate"Plan, (G) for pertaining to the benefit frequency or timing of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiarytransactions of an investment fund maintained under a Plan, or iPrint ERISA Affiliate (H) relating to a claim for benefits made under a Plan and (8) all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Plan. Neither the Company nor any of its Subsidiaries has any plan or may have commitment to establish any liability (including, without limitation, contingent liability) new Plan or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesmodify any Plan except as required by Law.

Employee Benefit Plans. (a) iPrint has set Schedule 4.23 sets forth in the iPrint Disclosure Schedule a true and complete and accurate list of each planall written and oral pension, program, policy, practice, contract, agreement or other arrangement providing for employment, compensationprofit sharing, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentivestock purchase, stock option, stock purchaseincentive compensation, stock bonus, phantom stockvacation, stock appreciation rightseverance, supplemental retirementsickness or disability, fringe benefitshospitalization, cafeteria benefitsindividual and group health and accident insurance, individual and group life insurance and other material employee benefit plans, programs, commitments or funding arrangements maintained by XXXXXX, to which XXXXXX is a party, or under which XXXXXX has any obligations, present or future (other benefitsthan obligations to pay current wages, salaries or sales commissions terminable on notice of 30 days or less) in respect of, or which otherwise cover or benefit, any of the current or former officers, employees or sales representatives (whether written or unwrittennot employees) of XXXXXX, includingor their beneficiaries (hereinafter individually referred to as "XXXXXX Employee Benefit Plan" and collectively referred to as "XXXXXX Employee Benefit Plans"). XXXXXX has delivered or made available to GAMZ true and complete copies of all documents, without limitationas they may have been amended to the date hereof, each embodying the terms of the XXXXXX Employee Benefit Plans. Except for the XXXXXX Employee Benefit Plans identified in Schedule 4.23, there is no "employee pension benefit plan", "employee welfare benefit plan" or "employee benefit plan" within the meaning of Section Sections 3(1), 3(2) and 3(3) of ERISA. No XXXXXX Employee Benefit Plan to which XXXXXX or any ERISA which is Affiliate has maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, is subject to Title IV of ERISA or Section 412 of the Code. XXXXXX does not maintain and has not maintained a plan which meets the safe harbor requirements of Section 414(n)(5) of the Code and XXXXXX has not made any subsidiary of iPrint and, representations (including oral representations) with respect to the existence of such a plan to any such plans which are subject to Code Section 401(a)customers, clients, employees or any trade or business (whether or other person. XXXXXX does not incorporated) which is or, at maintain and has not maintained any relevant time, was treated as a single employer with iPrint "voluntary employees' beneficiary association" within the meaning of Section 414(b), (c),(m) or (o501(c)(9) of the Code. Except as set forth in Schedule 4.23, each XXXXXX Employee Benefit Plan described in Schedule 4.23 is in full force and effect in accordance with its terms and there are no material actions, suits or claims pending (a "iPrint ERISA Affiliate"other than routine claims for benefits) for the benefit of or, to XXXXXX'x knowledge, threatened, against any ---------------------- person who performs XXXXXX Employee Benefit Plan or who any fiduciary thereof and XXXXXX has performed services for iPrint all material obligations required to be performed by it under, and is not in default under or with respect to which iPrintin violation of, any subsidiaryXXXXXX Employee Benefit Plan, in any material respect, and XXXXXX is in compliance in all material respects with the requirements prescribed by all statutes, laws, ordinances, orders or iPrint ERISA Affiliate has governmental rules or may have any liability (regulations applicable to the XXXXXX Employee Benefit Plans, including, without limitation, contingent liabilityERISA and the Code. Neither XXXXXX nor any other "party-in-interest," as defined in Section 3(14) of ERISA, has engaged in any "prohibited transaction," as defined in Section 406 of ERISA, which could subject any XXXXXX Employee Benefit Plan, XXXXXX or obligation (collectivelyGAMZ or any officer, the "iPrint director, partner or employee of XXXXXX or GAMZ or any fiduciary of any XXXXXX Employee Plans"). --------------------- (bBenefit Plan to a material penalty or excise tax imposed under Section 502(i) Documents. iPrint has furnished to Wood true of ERISA and complete --------- copies of documents embodying each Section 4975 of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCode.

Employee Benefit Plans. (a) iPrint has set forth Section 2.16(a) of the PhotoMedex Disclosure Letter lists, with respect to PhotoMedex and the PhotoMedex Subsidiaries, (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) material loans from PhotoMedex to officers and directors other than advances for expense reimbursements incurred in the iPrint Disclosure Schedule a complete and accurate list ordinary course of each planbusiness, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock (iii) any securities option, securities stock purchase, stock bonusphantom securities, phantom stock, stock securities appreciation right, equity-related, supplemental retirement, fringe benefitsseverance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefitsbenefit (Code section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, deferred compensation or incentive plans, programs, policies, agreements or arrangements, (v) other material fringe, perquisite, or other benefitsemployee benefit plans, whether programs, policies, agreements or arrangements, and (vi) any current or former employment, change of control, retention or executive compensation, termination or severance plans, programs, policies, collective bargaining, agreements or arrangements, written or unwrittenotherwise, includingas to which material unsatisfied liabilities or obligations, without limitationcontingent or otherwise, each "employee remain for the benefit plan" within of, or relating to, any present or former employee, consultant, manager or director, or which could reasonably be expected to have any material liabilities or obligations (together, the meaning of Section 3(3) “PhotoMedex Benefit Plans”). The term PhotoMedex Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which that is or, at any relevant time, was treated as a single employer with iPrint PhotoMedex and the PhotoMedex Subsidiaries within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, Code (a "iPrint “PhotoMedex ERISA Affiliate"”) for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set Section 3.10(a) of the Company Disclosure Memorandum sets forth in the iPrint Disclosure Schedule a true and complete and accurate list of each material “employee benefit plan” as defined in Section 3(3) of ERISA and any other plan, policy, program, policy, practice, contractagreement, agreement understanding or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, (whether written or unwrittenoral) providing material compensation or other material benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of the Company), which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each "employee benefit plan" within a “Company Benefit Plan”). Neither the meaning Company, nor to the knowledge of the Company, any other person or entity, has any commitment to establish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, except as set forth in Section 3(33.10 of the Company Disclosure Memorandum, the Company has delivered to Parent true, correct and complete copies of (i) each Company Benefit Plan (or, if not written a written summary of ERISA which is its material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or has been sponsoredother funding vehicles and all amendments thereto, maintained(ii) all current summary plan descriptions, contributed toincluding any current summary of material modifications, (iii) the annual reports (Form 5500 series) for the most recent year filed or required to be contributed to by iPrint, any subsidiary of iPrint and, filed with the IRS with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b)Company Benefit Plan, (c),(miv) the most recent actuarial report or (o) of the Codeother financial statement relating to such Company Benefit Plan, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationv) the most recent determination or opinion letter, trust documentsif any, group annuity contractsissued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticeseach Company Benefit Plan, and registration statements and prospectuses(vii) all filings made with any Governmental Entity, including but not limited any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program, within the current or prior two calendar years.

Employee Benefit Plans. (a) iPrint has set forth in Sections 3.18(a) of the iPrint Company Disclosure Schedule sets forth a complete and accurate list of each planall “employee benefit plans” (as defined in Section 3(3) of ERISA), program, policy, practice, contract, agreement whether or not subject to ERISA and all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchasepurchase or other equity-based, stock bonusbenefit, phantom stockincentive compensation, stock appreciation rightprofit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, fringe benefitstermination, cafeteria benefitsretention, change of control and other similar fringe, welfare or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) of ERISA which is maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintfor the benefit of or relating to any current or former employee or director of the Company, any subsidiary of iPrint and, with respect to its Subsidiaries or any such plans which are subject to Code Section 401(a), any other trade or business (whether or not incorporated) which is or, at any relevant time, was would be treated as a single employer with iPrint within the meaning Company or any of its Subsidiaries under Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may have any liability material Liability (including, without limitation, contingent liability) or obligation (collectivelytogether the “Employee Plans”). With respect to each Employee Plan, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent complete and complete --------- accurate copies of documents embodying (A) the four (4) most recent annual report on Form 5500 required to have been filed for each of the iPrint Employee Plans and related plan documentsPlan, including all schedules thereto; (without limitationB) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust documentsagreements, group annuity insurance contracts, plan amendments, insurance policies or contractsother documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), participant agreementsto the extent applicable, employee booklets(x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesmodifications or supplements to any such document.

Employee Benefit Plans. (ai)All benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by the Company and its Subsidiaries or in which any of the current or former employees of the Company and its Subsidiaries (the “Employees”) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employmentservice providers of the Company and its Subsidiaries participate, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, any pension, retirement, profit sharing, medical, life, accidental death and dismemberment, disability, dental, vision, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardssalary continuation, bonusunemployment, incentiveworkers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, change in control, fringe benefit, deferred ​ ​ compensation, stock option, stock purchase, stock bonus, phantom appreciation rights or other stock, stock appreciation right, supplemental retirement, fringe benefits-based incentive, cafeteria benefitsor flexible benefit, adoption or educational assistance, and bonus or other cash-based incentive, or other benefitssimilar plans, agreements, programs, policies or other arrangements (whether written or unwritten, oral and whether or not qualified or funded) or any such plan for which the Company may have any liability including, without limitation, each "employee benefit plan" within the meaning as a result of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as being deemed a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee “Benefit Plans"”), are set forth in Section 5.03(m)(i) of the Company’s Disclosure Schedule. --------------------- (b) Documents. iPrint has furnished to Wood true True and complete --------- copies of the following documents embodying each have been provided or made available to First Foundation: (A) all Benefit Plan documents and all written agreements underlying a funding medium for any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, insurance contracts, certificate of the iPrint Employee coverage and other similar agreements entered into in connection with any Benefit Plans and related plan documentsall amendments thereto; (B) the three most recent annual reports (Form 5500), including together with all schedules, as required, filed with the Internal Revenue Service (without limitation“IRS”) or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the DOL; (D) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan descriptions, description and any summary of material modifications, compliance as required, for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 104 of ERISA; (H) the minimum coverage and nondiscrimination tests discrimination testing results for each applicable Benefit Plan for the last three most recently completed plan years; and (I) copies of all non-routine correspondence received from or delivered to the IRS or the DOL since December 31, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses2019.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.16(a) of the iPrint Company Disclosure Schedule lists each employee benefit plan (as hereinafter defined) (i) that is maintained, contributed (or required to be contributed) to, or sponsored by the Company or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a complete and accurate list party, or (iii) with respect to which the Company or any Company Subsidiary has any liability, including any contingent liability, for the payment or delivery of each any premiums, compensation or benefits (collectively, the “Plans”). For purposes of the preceding sentence, an “employee benefit plan” is any of the following that benefits or is intended to benefit any current or former employee or director (whether or not an employee) of, program, policy, practice, contract, agreement or consultant or other arrangement providing for employmentservice provider (whether or not an employee) with respect to, compensationany of the Company or the Company Subsidiaries, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, or the beneficiaries of any of them: (A) a “plan” described in Section 3(3) of the Employee Retirement Income Security Act (“ERISA”); (B) a stock bonus, incentive, stock option, stock purchase, stock bonus, phantom restricted stock, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; or (C) an incentive, bonus, deferred compensation, welfare, retiree medical or life insurance, retirement, supplemental retirement, termination, salary continuation, severance, change in control, and any material fringe benefits, cafeteria benefits, benefit or other benefitsmaterial benefit plan, policy, program, agreement or arrangement, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with . With respect to any such plans which are subject each Plan, the Company has delivered to Code Section 401(a)Parent a true and complete copy of each of the following, any trade or business together with all amendments: (whether or not incorporatedi) which is the Plan (or, at any relevant timewhere a Plan has not been reduced to writing, was treated as a single employer with iPrint within the meaning summary of Section 414(ball material Plan terms), (c),(mii) in the case of any funded Plan, the trust agreement or similar instrument, (oiii) for each Plan subject to the requirement that annual reports be filed on a Form 5500, the most recently filed such annual report with schedules, financial statements and auditor’s opinion attached, (iv) in the case of each Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Plan, (a "iPrint ERISA Affiliate"v) for the benefit of any ---------------------- person who performs all related custodial agreements, insurance policies, administrative services and similar agreements, and investment advisory or who has performed services for iPrint or with respect to which iPrintinvestment management agreements, any subsidiaryif any, or iPrint ERISA Affiliate has or may have any liability and (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationvi) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, description or similar summary of material modifications, compliance and nondiscrimination tests for any employee handbook referencing the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesPlan.

Employee Benefit Plans. (a) iPrint has set forth in Section 2.7 of the iPrint Seller Disclosure Schedule sets forth a true and complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "the employee benefit plan" within the meaning of plans (as defined in Section 3(3) of ERISA which is or has been sponsoredthe Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) currently maintained, contributed to, sponsored or required to be contributed to by iPrint, Seller or any subsidiary of iPrint and, entity that would be deemed a “single employer” with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint Seller within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, (a "iPrint ERISA Affiliate") and all bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, post-retirement or post-termination health or welfare benefit, severance, welfare, medical, life, vacation, sickness, change in control, death benefit and other similar fringe and employee benefit plans, programs, policies and arrangements, and all employment and consulting agreements, in each case for the benefit of, or relating to, any employee or former employee of Seller (including their beneficiaries) (collectively, the “Seller Employee Plans”). Except as set forth in Section 2.7 of the Seller Disclosure Schedule, with respect to any of the Seller Employee Plans, (i) each Seller Employee Plan (other than a Multiemployer Plan) intended to qualify under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service (the “IRS”) or, pursuant to Revenue Proceeding 2005-16, may rely upon an opinion or advisory letter; (ii) no such Seller Employee Plan is a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (a “Multiemployer Plan”) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA that is subject to Sections 4063 and 4064 of ERISA (a “Multiple Employer Plan”), and no withdrawal liability exists with respect to any Multiemployer Plan or Multiple Employer Plan; (iii) there has been no “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, involving the assets of any ---------------------- person who performs of the Seller Employee Plans; (iv) no “accumulated funding deficiency” (within the meaning of Section 412 of the Code and Section 302 of ERISA) has been incurred, and no excise or who other Taxes have been incurred or are due and owing by Seller with respect to any of the Seller Employee Plans because of any failure to comply with the minimum funding standards of the Code and ERISA; (v) no Action has performed services for iPrint been instituted or is threatened against or with respect to which iPrintany Seller Employee Plan (other 7148758.4 than routine claims for benefits and appeals of such claims); (vi) each Seller Employee Plan (other than a Multiemployer Plan) complies and has been maintained and operated in accordance with its terms and applicable Law, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liabilityERISA and the Code; (vii) no Seller Employee Plan (other than a Multiemployer Plan) is under audit or investigation by the IRS, U.S. Department of Labor or any other Governmental Authority; (viii) except as required by Section 4980B(f) of the Code, no Seller Employee Plan provides medical, death or welfare benefits (whether or not insured) with respect to current or former employees of Seller beyond their retirement or other termination of employment; and (ix) the consummation of the Transactions (either alone or in conjunction with any other event) will not entitle any current or former employee of Seller to any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise) or obligation (collectively, increase the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished amount of compensation due to Wood true and complete --------- copies any employee of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesSeller.

Employee Benefit Plans. (a) iPrint has set forth Section 2.16(a) of the Li3 Disclosure Schedule lists, with respect to Li3 and the Li3 Subsidiaries, (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) material loans from Li3 to officers and directors other than advances for expense reimbursements incurred in the iPrint Disclosure Schedule a complete and accurate list ordinary course of each planbusiness, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock (iii) any securities option, securities stock purchase, stock bonusphantom securities, phantom stock, stock securities appreciation right, equity-related, supplemental retirement, fringe benefitsseverance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefitsbenefit (Code section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, deferred compensation or incentive plans, programs, policies, agreements or arrangements, (v) other material fringe, perquisite, or other benefitsemployee benefit plans, whether programs, policies, agreements or arrangements, and (vi) any current or former employment, change of control, retention or executive compensation, termination or severance plans, programs, policies, collective bargaining, agreements or arrangements, written or unwrittenotherwise, includingas to which material unsatisfied liabilities or obligations, without limitationcontingent or otherwise, each "employee remain for the benefit plan" within of, or relating to, any present or former employee, consultant, manager or director, or which could reasonably be expected to have any material liabilities or obligations (together, the meaning of Section 3(3) “Li3 Benefit Plans”). The term Li3 Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which that is or, at any relevant time, was treated as a single employer with iPrint Li3 and the Li3 Subsidiaries within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, Code (a "iPrint “Li3 ERISA Affiliate"”) for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set Section 4.10(a) of the Parent Disclosure Memorandum sets forth in the iPrint Disclosure Schedule a true and complete and accurate list of each material “employee benefit plan” as defined in Section 3(3) of ERISA and any other plan, policy, program, policy, practice, contractagreement, agreement understanding or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, (whether written or unwrittenoral) providing material compensation or other material benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof of the Parent), which are maintained, sponsored or contributed to by the Parent or any of its Subsidiaries, or under which the Parent or any of its Subsidiaries has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, profit-sharing, severance, termination, retention, change in control, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each "employee benefit plan" within a “Parent Benefit Plan”). Neither the meaning Parent, nor to the knowledge of the Parent, any other person or entity, has made any commitment to establish, modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable Law. With respect to each Parent Benefit Plan, except as set forth in Section 3(34.10 of the Parent Disclosure Memorandum, the Parent has delivered or made available to the Company true, correct and complete copies, if applicable, of (i) each Parent Benefit Plan (or, if not written a written summary of ERISA which is its material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or has been sponsoredother funding vehicles and all amendments thereto, maintained(ii) all current summary plan descriptions and amendments thereto, contributed toincluding any current summary of material modifications, (iii) the annual reports (Form 5500 series) for the two most recent years filed or required to be contributed to by iPrint, any subsidiary of iPrint and, filed with the IRS with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b)Parent Benefit Plan, (c),(miv) the two most recent actuarial reports or (o) of the Codeother financial statements relating to such Parent Benefit Plan, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationv) the most recent determination or opinion letter, trust documentsif any, group annuity contractsissued by the IRS with respect to any Parent Benefit Plan and any pending request for such a determination letter, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticeseach Parent Benefit Plan, and registration statements and prospectuses(vii) all filings made with any Governmental Entity, including but not limited to any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program, within the current or prior two calendar years.

Employee Benefit Plans. (aExcept as may be contemplated by the Acquiror Omnibus Incentive Plan Proposal, neither Acquiror, Merger Sub, nor any of their respective Subsidiaries maintains, contributes to or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plan” as defined in Section 3(3) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each ERISA or any other material, written plan, policy, program, policyarrangement or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 days or such longer period as may be required by applicable Law) providing compensation or benefits to any current or former director, practiceofficer, contractemployee, agreement independent contractor or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwrittenservice provider, including, without limitation, each "employee benefit all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements, but not including any plan" within the meaning of Section 3(3) of ERISA which is , policy, program, arrangement or has been sponsoredagreement that covers only former directors, maintainedofficers, contributed toemployees, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or independent contractors and service providers and with respect to which iPrintAcquiror, Merger Sub or any subsidiary, of their respective Subsidiaries have no remaining obligations or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation liabilities (collectively, the "iPrint Employee “Acquiror Benefit Plans"). --------------------- (b”) Documents. iPrint has furnished to Wood true and complete --------- copies neither the execution and delivery of documents embodying each this Agreement nor the consummation of the iPrint Employee Plans and related plan documentstransactions contemplated by this Agreement (either alone or in combination with another event) will (i) result in any payment (including severance, including unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director, officer or employee of Acquiror, Merger Sub or any of their respective Subsidiaries, or (without limitationii) result in the most recent determination acceleration, vesting or opinion lettercreation of any rights of any shareholder, trust documentsdirector, group annuity contractsofficer or employee of Acquiror, plan amendments, insurance policies Merger Sub or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary any of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusestheir respective Subsidiaries to payments or benefits or increases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) iPrint has set forth Each “employee benefit plan,” as defined in Section 3(3) of the iPrint Disclosure Schedule a complete Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and accurate list of each planall other pension, programretirement, policy, practice, contract, agreement or other arrangement providing for employment, compensation, supplemental retirement, deferred compensation, loansexcess benefit, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardsprofit sharing, bonus, incentive, stock option, stock purchase, stock bonusownership, phantom stockstock option, stock appreciation right, supplemental retirementprofits interest, employment, severance, salary continuation, termination, change-of-control, health, life, disability, group insurance, vacation, holiday and fringe benefitsbenefit plan, cafeteria benefitsprogram, contract, or other benefits, arrangement (whether written or unwritten, includingqualified or nonqualified, without limitation, each "employee benefit plan" within the meaning of Section 3(3funded or unfunded and including any that have been frozen or terminated) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to to, by iPrint(i) the Company, any subsidiary of iPrint and(ii) the Subsidiary, with respect to any such plans which are subject to Code Section 401(a), or (iii) any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint the Company within the meaning of Section Sections 414(b), (c),(m) or (oc) of the Code, Code (a "iPrint an “ERISA Affiliate") for ”), under which the benefit of Company or any ---------------------- person who performs or who ERISA Affiliate has performed services for iPrint or any Liability with respect to which iPrintany current or former employee, any subsidiarydirector, officer or iPrint ERISA Affiliate independent contractor of the Company or of the Subsidiary (the “Company Plans”), are listed in Section 3.11(a) of the Company Disclosure Letter. The Company has or may have any liability made available to MM, as applicable: (including, without limitation, contingent liabilityi) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true correct and complete --------- copies of all documents embodying each of the iPrint Employee Plans and related plan documents, Company Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Company Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Plan; (iii) the most recent determination summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Plan; (iv) all IRS determination, opinion, notification and advisory letters; (v) to the extent available, all material correspondence to or opinion letterfrom any Governmental Entity relating to any Company Plan; (vi) to the extent available, trust documentsall COBRA forms and related notices within the last three (3) years; (vii) to the extent available, group annuity contractsall discrimination tests for the Company Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, plan amendmentsif any, insurance policies or contractsprepared for each Company Plan; (xi) the most recent annual and periodic accounting of the Company Plan assets; (x) all material written agreements and contracts relating to each Company Plan, participant agreementsincluding, employee bookletsbut not limited to, administrative service agreements, summary plan descriptions, summary of group annuity contracts and group insurance contracts; (xi) all material modifications, compliance and nondiscrimination tests for communications generally distributed to all employees or former employees within the last three plan years(3) years relating to any amendments, Form 5500 terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material Liability under any Company Plan or proposed Company Plan; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Plan; and (xiii) all registration statements, annual reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesprospectuses prepared in connection with any Company Plan.

Employee Benefit Plans. (a) iPrint has set forth Section 2.16(a) of the Company Disclosure Schedule lists, with respect to the Company and the Company Subsidiaries, (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) material loans from the Company to managers, officers and directors other than advances for expense reimbursements incurred in the iPrint Disclosure Schedule a complete and accurate list ordinary course of each planbusiness, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock (iii) any securities option, securities stock purchase, stock bonusphantom securities, phantom stock, stock securities appreciation right, equity-related, supplemental retirement, fringe benefitsseverance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefitsbenefit (Code section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, deferred compensation or incentive plans, programs, policies, agreements or arrangements, (v) other material fringe, perquisite, or other benefitsemployee benefit plans, whether programs, policies, agreements or arrangements, and (vi) any current or former employment, change of control, retention or executive compensation, termination or severance plans, programs, policies, collective bargaining, agreements or arrangements, written or unwrittenotherwise, includingas to which material unsatisfied liabilities or obligations, without limitationcontingent or otherwise, each "employee remain for the benefit plan" within of, or relating to, any present or former employee, consultant, manager or director, or which could reasonably be expected to have any material liabilities or obligations (together, the meaning of Section 3(3) “Company Benefit Plans”). The term Company Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which that is or, at any relevant time, was treated as a single employer with iPrint the Company and the Company Subsidiaries within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, Code (a "iPrint “Company ERISA Affiliate"”) for the benefit of has any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.16(a) of the iPrint Seller Disclosure Schedule contains a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, all employee compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock optionfringe or benefit plans, stock purchaseprograms, stock bonuspolicies, phantom stockcommitments, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, agreements (including, without limitation, each all employment, severance, change of control or similar agreements) or other arrangements (whether or not set forth in a written document and including, without limitation, all "employee benefit planplans" within the meaning of Section 3(3) of ERISA which is ERISA) maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintSeller or a Seller affiliate covering any active or former employee, director or consultant of Seller (each, a "Seller Employee" and, collectively, the "Seller Employees" which shall, for all purposes of and under this Section 3.16, mean an employee of Seller or a Seller Affiliate (as defined below)), any subsidiary Subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), Seller or any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint Seller within the meaning of Section 414(b), (c),(mc) or (om) of the CodeCode (each, (a "iPrint ERISA Seller Affiliate" and, collectively, the "Seller Affiliates") for (each, a "Seller Plan" and, collectively, the benefit "Seller Plans"). Seller has provided or made available to Purchaser: (i) correct and complete copies of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintall documents embodying each Seller Plan, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation all amendments thereto, all trust documents related thereto, and all material written agreements and contracts related thereto; (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationii) the most recent determination annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, the Code in connection with each Seller Plan; (iii) the most recent summary plan descriptions, summary description together with the summary(ies) of material modificationsmodifications thereto, compliance if any, required under ERISA with respect to each Seller Plan; (iv) all IRS determination, opinion, notification and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA advisory letters with respect to each Seller Plan; (v) all material correspondence to or from any Governmental Authority relating to any Seller Plan; (vi) all forms and related noticesnotices required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, with respect to each Seller Plan; (vii) the most recent discrimination tests for each Seller Plan required to perform such tests; (viii) the most recent actuarial valuations, if any, prepared for each Seller Plan; (ix) if the Seller Plan is funded, the most recent annual and registration statements periodic accounting of the assets of each Seller Plan; and prospectuses(x) all communication to Seller Employees relating to any Seller Plan and any proposed Seller Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material Liability to Seller or any Seller Affiliate in respect of any Seller Plan.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.10 of the iPrint Disclosure BioLite Schedule of Exceptions contains a true and complete and accurate list of each planBioLite Plan (as defined below). As used herein, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, the term “BioLite Plan” means each "material employee benefit plan" plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”)), including each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or policy (written or oral) to provide benefits, other than salary or commissions, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock grant or stock purchase rights, phantom rights, deferred compensation, bonus, severance policies or agreements, retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by BioLite or any of its Subsidiaries or to which BioLite or any of its Subsidiaries contributes to or for which BioLite or any of its Subsidiaries has or may have any liability, contingent or otherwise, either directly or as a result of a BioLite ERISA which is or has been sponsored, maintained, contributed toAffiliate, or required any other plan, arrangement or policy mandated by applicable Law, for the benefit of any current, former or retired employee, officer, consultant, independent contractor or director of BioLite, its Subsidiaries or any BioLite ERISA Affiliate (collectively, the “BioLite Employees”). BioLite has made available to be contributed to Parent and BioKey copies of all material documents constituting the BioLite Plans, the three most recently filed Forms 5500 for such BioLite Plans and financial statements attached thereto, all Internal Revenue Service (the “IRS”) determination letters for the BioLite Plans, all notices that were issued within the preceding three years by iPrintthe IRS, Department of Labor, or any subsidiary of iPrint and, other Governmental Body with respect to the BioLite Plans, all employee manuals or handbooks containing personnel or employee relations policies, and all other material documents relating to the BioLite Plans. For purposes of this Section 3.10, the term BioLite includes any such plans which are subject to Code Section 401(a)BioLite ERISA Affiliate. The term “BioLite ERISA Affiliate” means any person, any trade that together with BioLite, is or business (whether or not incorporated) which is or, was at any relevant time, was time treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) under section 414 of the Code, (Code or section 4001 of ERISA and any general partnership of which BioLite is or has been a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesgeneral partner.

Employee Benefit Plans. SCHEDULE 3.20 sets forth (aj) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each planthe employee pension benefit plans (as defined in section 3(2) of the Employee Retirement Income Security Act of 1974, programas amended ("ERISA")) established and maintained by the Company or with respect to which the Company is a participating or contributing employer (the "Pension Plans"), policy, practice, contract, agreement or other arrangement providing (b) a brief description of the employee benefit plans and arrangements with employees for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentiveprofit-sharing, stock optionownership, stock purchase, stock bonusoption, phantom stock, stock appreciation right, disability, death benefit, life insurance, medical, hospitalization, disability, workers' compensation, supplemental unemployment, vacations, severance pay, retirement, fringe benefitsinsurance or other employee benefits maintained by the Company not set forth in the foregoing clause (i), cafeteria benefitsand (iii) a list containing a description of any other employment, consulting or severance contract, bonus program, incentive compensation arrangement, deferred compensation arrangement, or other benefits, whether written employee or unwritten, including, without limitation, each "employee benefit plan" within retiree benefits maintained by the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business Company and not described in (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(mi) or (oii) above (individually, a "Plan"; collectively, the "Plans"). No employee of the Code, (Business is a "iPrint ERISA Affiliate") for the participant in any employee benefit of any ---------------------- person who performs plan or who arrangement other than a Plan. The Company has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any no liability (including, without limitation, any potential or contingent liabilityliability under Title IV of ERISA) or obligation (collectivelywith respect to any employee benefit plan, the "iPrint Employee Plans")other than a Plan. --------------------- (b) Documents. iPrint Seller has furnished delivered to Wood Buyer true and complete --------- copies of documents embodying (A) each of Plan, (B) the iPrint Employee Plans and related summary plan documentsdescription for each Plan, including (without limitationC) the latest annual report which has been filed with the IRS for each Plan for which such filing was required, (D) the most recent IRS determination or opinion letterletter for each Pension Plan, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary (E) copies of material modifications, compliance and nondiscrimination tests any report for the last three plan yearsmost recent Plan years showing compliance with discrimination rules under those of Code Sections 401(a), Form 5500 reports filed 401(k), 401(m), 419, 419A, 505, 501(c)(9), 105(h), 125 or 129 applicable to such Plan, and (F) all correspondence with any governmental agency concerning any audit, investigation, or controversy concerning any Plan. With respect to Pension Plans: (a) no liability has been incurred by the Company to the PGBC or the IRS or to the participants or beneficiaries thereof, other than claims for Pension Plan benefits and other immaterial benefits in the last three plan yearsordinary course which claims have been satisfied in full and each Pension Plan has been operated in all material respects in accordance with its terms and with applicable law; (b) no prohibited transaction, standard COBRA forms within the meaning of section 406 or 408 of ERISA, has occurred with respect to any Pension Plan; (c) all governmental filings and all disclosures and communications to participants and beneficiaries required to be made pursuant to ERISA with respect to the Pension Plans and related noticestrusts have been made in a timely manner; (d) each Pension Plan is qualified within the meaning of section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and registration statements each related trust is exempt from taxation under section 501(a) of the Code and prospectuses.no event has occurred and no circumstance exists that would adversely affect such qualification or exemption; (e) a favorable determination letter has been received from the IRS with respect to each Pension Plan; and (D no Pension Plan is a multiemployer plan (within the meaning of section 3(37) of ERISA). No material liability, contingent or otherwise, exists with respect to any Plan other than retiree welfare benefit liabilities disclosed in SCHEDULE 5.7(a) which liabilities are accurately reflected on such Schedule. No Plan is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. There are no actions, claims, lawsuits or arbitrations (other than routine claims for benefits) pending, or, to the knowledge of Seller, threatened, with respect to any Plan or the assets of any Plan, and Seller has no knowledge of any facts which could give rise to any such actions, claims, lawsuits or arbitrations (other than routine claims for benefits). With respect to each Plan, all contributions and insurance premiums paid by the Company are tax deductible. The Company has paid all contributions (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the financial information furnished pursuant to Section 3.9. Except as disclosed in SCHEDULE 5.7(a), no Plan provides or is required to provide, now or in the future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any person beyond termination of employment with the Company, except to the extent required under the state insurance law or under Part 6 of Subtitle B of Title I of ERISA and under Section 4980(B) of the Code. No Plan covers any individual other than with respect to periods of employment with the Company, other than spouses and dependents of employees of the Company under health and child care Plans

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Disclosure Schedule 3.13(a) contains a true and complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensationpension, retirement, savings and profit-sharing, bonus, incentive deferred compensation, loansseverance pay or any other employee benefit plan, severancefund or program with the meaning of the Employee Retirement Income Security Act of 1974, separationas amended (“ERISA”), relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, and any stock option, stock purchase, stock bonus, phantom stock, stock appreciation rightpurchase agreement or arrangement, supplemental retirementsavings and profit sharing plan, fringe benefitsbonus retention plan, cafeteria benefitsnon-qualified deferred compensation plan, change in control agreement, and all other plans contributed to, maintained or sponsored by, any of, or other benefitson behalf of, Company, or any of its Subsidiaries, whether written or unwritten, includingwhether or not subject to ERISA and a general description of Company incentive and/or commission plans typically used by Company (each, without limitation“Employee Benefit Plans”) covering present and former employees of Company, each "or any of its Subsidiaries. Except for the Employee Benefit Plans, Company and its Subsidiaries do not sponsor, maintain or administer any other employee benefit plan" within the meaning , program, contract, policy or arrangement covering current or former employees or directors of Section 3(3) Company or any of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint andits Subsidiaries. Company has, with respect to each such Employee Benefits Plan, delivered to Parent true and complete copies of: (i) all current plan texts and agreements and related trust agreements or annuity contracts and any such plans which are subject amendments thereto; (ii) all current summary plan descriptions and material employee communications; (iii) the Form 5500 filed in each of the most recent three plan years (including all schedules thereto and the opinions of independent accountants); (iv) the most recent actuarial valuation (if any); (v) the most recent annual and periodic accounting of plan assets; (vi) if the plan is intended to Code qualify under Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o403(a) of the Code, the most recent determination letter received from the Internal Revenue Service; and (a "iPrint ERISA Affiliate"vii) for the benefit of all material communications with any ---------------------- person who performs governmental entity or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability agency (including, without limitation, contingent liabilitythe Department of Labor, Internal Revenue Service and the Pension Benefit Guaranty Corporation (“PBGC”)) or obligation (collectivelysince January 1, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses2002.

Employee Benefit Plans. (a) iPrint has set forth in Section 4.17(a) of the iPrint Company Disclosure Schedule a complete and accurate list of lists each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "(i) “employee benefit plan" ” within the meaning of Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) other employee benefit plan, agreement, arrangement, program, policy or practice, including without limitation, any equity or equity-based compensation (including without limitation stock option, stock purchase, stock award, stock appreciation, phantom stock, restricted stock or restricted stock unit), deferred compensation, pension, retirement, savings, bonus, profit sharing, incentive compensation, retention, change-in-control, medical, dental, vision, prescription drug, life insurance, death benefit, cafeteria, flexible spending, dependent care, fringe benefit (other than de minimis perks), vacation, paid time off, holiday pay, disability, sick pay, workers compensation, unemployment, severance, employee loan or educational assistance plan, agreement, arrangement, program, policy or practice, and (iii) any employment, consulting, indemnification or other individual services agreement, which in the case of each of clauses (i), (ii) and (iii), is sponsored or has been sponsored, maintained, contributed tomaintained by any Group Company or any of their Affiliates, or to which any Group Company or any of their Affiliates contributes or is required to be contributed contribute or is a party, on behalf of current or former employees, officers, independent contractors or directors of any Group Company or their spouses, beneficiaries or dependents, or with respect to by iPrintwhich any Group Company has or may have any Liability, any subsidiary contingent or otherwise (“Benefit Plans”). No Benefit Plan covers employees other than employees of iPrint the Group Companies. The Group Companies have delivered or made available to Parent complete and correct copies (including all amendments) of each employee handbook applicable to employees of the Group Companies, and, with respect to any such plans which are subject to Code Section 401(a), any trade each Benefit Plan (as applicable): (i) the plan document (or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit written summary of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability unwritten Benefit Plan); (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationii) the most recent summary plan description; (iii) any trust agreement, insurance contract or other funding agreement; (iv) any administrative services, recordkeeping, investment advisory, investment management or other service agreement; (v) the latest IRS determination letter and the latest IRS opinion or opinion advisory letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests any pending application for an IRS determination letter and any correspondence with the IRS related thereto; (vi) the last three plan years, Form 5500 reports filed for annual financial statements; (vii) the last three plan yearsannual reports on Form 5500 (including all schedules, standard COBRA forms and related noticesaccountant’s reports, and registration statements other attachments); and prospectuses(viii) the last three actuarial valuations or reports.

Employee Benefit Plans. (a) iPrint has set Set forth in Section 3.13 ---------------------- of the iPrint Company Disclosure Schedule a Letter attached hereto is an accurate and complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each all domestic and foreign (i) "employee benefit planplans," within the meaning of Section 3(3) of ERISA which is the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"), (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the "Code"), profit-sharing, pension or has retirement, deferred compensation, medical, life insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured), and (iii) employment, consulting, termination, and severance contracts or agreements, in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA, that have been sponsoredestablished, maintained, contributed to, maintained or required to be contributed to by iPrint, any subsidiary of iPrint and, (or with respect to which an obligation to contribute has been undertaken) or with respect to which any such plans which are subject to Code potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 401(a)3.13, any trade predecessors to the Company or business to any of its Subsidiaries and all employers (whether or not incorporated) which is or, at that would be treated together with the Company or any relevant time, was treated of its Subsidiaries as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) 414 of the CodeCode since January 1, 1993 (a an "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Benefit Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has Sections 4.18(a)(i) and Section 4.18(a)(ii) of the Company Disclosure Schedule, respectively, set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan(i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), program, policy, practice, contract, agreement whether or not subject to ERISA and (ii) all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchasepurchase or other equity-based, stock bonusbenefit, phantom stockincentive compensation, stock appreciation rightprofit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirementretirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar welfare, material fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) of ERISA which is maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintfor the benefit of or relating to any current or former employee or director of the Company, any subsidiary of iPrint and, with respect to its Subsidiaries or any such plans which are subject to Code Section 401(a), any other trade or business (whether or not incorporated) which is or, at any relevant time, was would be treated as a single employer with iPrint within the meaning Company or any of its Subsidiaries under Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may have any liability material Liability (including, without limitation, contingent liability) or obligation (collectivelytogether the “Employee Plans”). With respect to each Employee Plan, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent complete and complete --------- accurate copies of documents embodying (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each of the iPrint Employee Plans and related plan documentsPlan, including all schedules thereto; (without limitationB) the most recent determination or opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (D) any related trust documentsagreements, group annuity insurance contracts, plan amendments, insurance policies or contractsother documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), participant agreementsto the extent applicable, employee booklets(x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such plan and (y) any document comparable to the determination or opinion letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesmodifications or supplements to any such document.

Employee Benefit Plans. (a) iPrint has set forth The Flag Companies have disclosed in Section 6.14 of the iPrint Flag Disclosure Schedule a Memorandum, and delivered or made available to FCB prior to the execution of this Agreement, correct and complete and accurate list copies in each case of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation(i) all pension, retirement, profit-sharing, deferred compensation, loansstock option, severanceemployee stock ownership, separationphantom stock, relocationshare appreciation rights, repatriationsupplemental pension, expatriationretainer, visassavings, work permitsretirement, severance pay, termination pay, performance awardschange of control, bonusvacation, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, bonus or other benefitsincentive plans, whether (ii) all other written employee policies, programs, arrangements or unwrittenagreements of any kind providing compensation, remuneration or benefits or perquisites of any kind, (iii) all medical, vision, dental or other health or welfare plans, all life insurance plans and all other employee benefit plans or fringe benefit plans, including, without limitation, each "“employee benefit plan" plans” as that term is defined in Section 3(3) of ERISA, (iv) all “specified fringe benefit plans” as defined in Section 6039D(d)(1) of the Internal Revenue Code, (v) all “nonqualified deferred compensation plans” as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Internal Revenue Code, and (vi) all “multiemployer plans” within the meaning of Section 3(3Sections 3(37) or 4001(a)(3) of ERISA, which is currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or which has within the past seven years been adopted, maintained by, sponsored in whole or in part by, or contributed to by, any Flag Companies or any Affiliate thereof for the benefit of current or former employees, directors, independent contractors, shareholders, officers or other individuals, or any spouse, child or other dependent of such individuals or which could result in any liability being asserted against any Flag Company (collectively, the “Flag Benefit Plans”). Any of the Flag Benefit Plans which is an “employee welfare benefit plan,” as that term is defined in Section 3(l) of ERISA, or an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, is referred to herein as a “Flag ERISA Plan.” Each Flag ERISA Plan which is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code or Section 3(35) of ERISA) is referred to herein as an “Flag Pension Plan”. No Flag Benefit Plan is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single “multi-employer with iPrint plan” within the meaning of Section 414(b), (c),(mSections 3(37) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"4001(a)(3). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (ai) iPrint has set forth in All benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by FNBB and its Subsidiaries for the iPrint Disclosure Schedule a complete benefit of current or former employees of FNBB and accurate list its Subsidiaries (the “Employees”) and current or former directors or independent contractors of each planFNBB or its Subsidiaries including, programbut not limited to, policy“employee benefit plans” within the meaning of Section 3(3) of ERISA, practiceany pension, contractretirement, agreement or other arrangement providing for employmentprofit sharing, medical, life, accidental death and dismemberment, disability, dental, vision, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardssalary continuation, bonusunemployment, incentiveworkers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, change in control, fringe benefit, deferred compensation, stock option, stock purchase, stock bonus, phantom appreciation rights or other stock, stock appreciation right, supplemental retirement, fringe benefits-based incentive, cafeteria benefitsor flexible benefit, adoption or educational assistance, and bonus or other cash-based incentive, or other benefitssimilar plans, agreements, programs, policies or other arrangements (whether written or unwritten, oral and whether or not qualified or funded) or any such plan for which FNBB may have any liability including, without limitation, each "employee benefit plan" within the meaning as a result of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as being deemed a single employer with iPrint within the meaning of any entity under Section 414(b), (c),(m) or (o4001(b)(1) of ERISA or Section 414 of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation Code (collectively, the "iPrint Employee “Benefit Plans"”), are set forth in Section 5.03(m)(i) of FNBB’s Disclosure Schedule. --------------------- (b) Documents. iPrint has furnished to Wood true True and complete --------- copies of the following documents embodying each of the iPrint Employee have been provided or made available to TriCo: (A) all Benefit Plans and related plan documentsall written agreements underlying a funding medium for, including or relating to the administration of, any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, investment management, recordkeeping, administrative services, other third party services agreements and insurance contracts, certificate of coverage and other similar agreements entered into in connection with any Benefit Plans and all amendments thereto; (without limitationB) the three most recent annual report (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“IRS”) or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the DOL; (D) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan descriptions, description and any summary of material modifications, compliance as required, for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 104 of ERISA; (H) the most recent minimum coverage and nondiscrimination tests discrimination testing results for each applicable Benefit Plan; and (I) copies of all non-routine correspondence received from or delivered to the last three plan yearsIRS or the DOL since December 31, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses2013.

Employee Benefit Plans. (a) iPrint has set forth in Section 2.13(a) of the iPrint Company Disclosure Schedule a complete describes all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including without limitation multiemployer plans within the meaning of Section 3(37) of ERISA, and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, all bonus, incentive, stock option, stock purchase, stock bonusappreciation rights, phantom stockincentive, stock appreciation rightdeferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar fringe benefitsor employee benefit plans, cafeteria benefitsprograms or arrangements, and any employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or other benefitsrelating to, whether written any present or unwrittenformer employee or director of the Company or any of its Subsidiaries, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintainedentered into, contributed to, or required to be contributed to established by, participated in and/or maintained by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a)the Company, any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint the Company (an "ERISA Affiliate") within the meaning of Section 414(b), (c),(m) or (o) 414 of the Code, or any Subsidiary of the Company, whether or not such plan is terminated (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectivelytogether, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint The Company has furnished provided to Wood true Parent correct and complete --------- copies of documents embodying each of the iPrint Employee Plans and related (where applicable) (a) all plan documents, including summary plan descriptions, summaries of material modifications, amendments, and resolutions related to such plans (without limitationb) the most recent determination or opinion letterletters received from the IRS, trust documents(c) the three most recent Form 5500 Annual Reports, group annuity contracts(d) the most recent audited financial statement and actuarial valuation, plan amendmentsand (e) all related agreements, insurance policies Contracts and other Contracts which implement each such Employee Plan. Except with regard to outstanding options, there are no restrictions on the ability of the sponsor of each Employee Plan (which is currently the Company or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary a Subsidiary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesCompany) to amend or terminate any Employee Plan, and registration statements and prospectuseseach Employee Plan may be transferred by the Company or any of its Subsidiaries to Parent or the Merger Sub, as the case may be.

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, 3.15 lists (i) each "employee pension benefit plan," within the meaning of as defined in Section 3(33(2) of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (other than a ViComp Multiemployer Plan) maintained by ViComp, or to which is ViComp makes or has been sponsoredmade contributions (the "ViComp Pension Plans"); (ii) each "employee welfare benefit plan," as defined in Section 3(l) of ERISA, maintained, contributed to(other than a ViComp Multiemployer Plan) maintained by ViComp, or required to be contributed which ViComp makes or has made contributions (the "ViComp Welfare Plans"); (iii) each "multiemployer plan," as defined in Section 4001(a)(3) of ERISA, maintained by ViComp, or to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is ViComp makes or, at any relevant timetime during the last six years, was treated as has made contributions (the "ViComp Multiemployer Plans") and (iv) each collective bargaining, bonus, profit sharing, compensation or other plans, agreements, trusts, funds or arrangements (other than a single employer with iPrint within ViComp Pension Plan, ViComp Welfare Plan or ViComp Multiemployer Plan) maintained by ViComp for the meaning benefit of Section 414(bits directors, officers or employees, and each employment, consulting, severance or indemnification arrangement or understanding between ViComp, on the one hand, and any current or former directors, officers or other employees (or affiliates thereof) of ViComp, on the other hand (collectively "ViComp Benefit Arrangements"). ViComp has no plan or commitment, whether legally binding or not, to create any additional ViComp Pension Plans, ViComp Welfare Plans or ViComp Benefit Arrangements (c),(mcollectively, "ViComp Employee Plans") or (omodify or change any existing ViComp Employee Plan that would affect any employee or former employee of ViComp, except as may be required to maintain the qualified status of any ViComp Pension Plans which are intended to be qualified under Section 401(a) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.13(a) of the iPrint Company Disclosure Schedule Letter contains a true and complete and accurate list of (i) each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) (whether or not subject to ERISA) that the Company or any of its Subsidiaries sponsors, participates in, is a party or contributes to (or is required to contribute to), or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability; and (ii) each other employee benefit plan, program, policypolicy or arrangement, practicewhether written or oral, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, including any stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental phantom stock or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement, fringe benefitspension, cafeteria benefitsvacation, holiday, cafeteria, medical, life insurance, disability, retiree healthcare, retiree life insurance, deferred compensation, profit sharing, change in control, retention, unemployment, or severance compensation plan, program, policy or arrangement; and each employment, severance, change in control or consulting agreement, in each case, for any current or former employee or director, or other benefitsindividual service provider (or for any dependent or beneficiary thereof), whether written of the Company or unwrittenany of its Subsidiaries (each such current or former employee, includingdirector, without limitationor other individual service provider, each "a “Company Employee”) that does not constitute an “employee benefit plan" within the meaning of ” (as defined in Section 3(3) of ERISA which ERISA), that the Company or any of its Subsidiaries presently sponsors, participates in, is a party or has been sponsored, maintained, contributed to, contributes to (or is required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(acontribute to), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate has or may of its Subsidiaries could reasonably be expected to have any liability (includingwhether or not material, without limitationeach, contingent liability) or obligation (collectively, the "iPrint Employee Plans"a “Benefit Plan”). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Each of the iPrint Employee Benefit Plans and related that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code is hereinafter referred to in this Section 3.13 as a “Title IV Plan”. No Title IV Plan is a multiemployer plan documents, including (without limitationas defined in Section 3(37) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesERISA.

Employee Benefit Plans. (a) iPrint has set forth As of the date of this Agreement, Section 4.11(a) of the Seller Disclosure Schedule lists and, in the iPrint Disclosure Schedule a complete and accurate list case of each planemployee benefit plans not reduced to writing, programdescribes all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwrittenas amended (“ERISA”)), including, without limitation, each "employee benefit plan" multiemployer plans within the meaning of Section 3(33(37) of ERISA ERISA, and all incentive and compensation plans, including without limitation all cash (including without limitation bonus) and equity (including without limitation stock option, restricted stock, stock purchase, stock appreciation rights), incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar fringe or employee benefit plans, programs or arrangements, whether written or oral, and any employment or executive compensation or severance Contracts, written or otherwise, for the benefit of, or relating to, any present or former employee, director or independent contractor of the Company, (i) which is or has been sponsored, maintainedentered into, contributed to, established by, participated in and/or maintained by the Company or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer member of a controlled group or which is under common control with iPrint the Company (an “ERISA Affiliate”) within the meaning of Section 414(b), (c),(m) or (o) 414 of the Code, or (a "iPrint ERISA Affiliate"ii) for under which the benefit of any ---------------------- person who performs Company or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability whether or not such plan is terminated (including, without limitation, contingent liability) or obligation (collectivelytogether, the "iPrint “Employee Plans"”). --------------------- (b) Documents. iPrint Seller has furnished provided to Wood true Buyer correct and complete --------- copies of documents embodying (where applicable) (i) summary plan descriptions related to each of the iPrint Employee Plans and related plan documentsPlan, including (without limitationii) the most recent determination letters or opinion letterletters received from the IRS for each Employee Plan, trust documents(iii) the three most recent IRS Forms 5500 Annual Report for each Employee Plan, group annuity contracts(iv) the most recent audited financial statement and actuarial valuation report for each Employee Plan, plan amendments(v) the most recent discrimination testing results for each Employee Plan and (vi) all correspondence with, insurance policies rulings by or contractsopinions by the United States Internal Revenue Service (the “IRS”) or the U.S. Department of Labor for each Employee Plan. No Employee Plans are maintained, participant agreementssponsored, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance or contributed to by the Company and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesCompany does not have, and registration statements and prospectusesfollowing the Closing will not have, any liability with respect to any Employee Plans, except as set forth in (i) the Unaudited Financial Statements or (ii) the Statement of Working Capital.

Employee Benefit Plans. (a) iPrint has set forth in Section 2.11(a) of the iPrint Disclosure Schedule a complete sets forth (i) each material written and accurate list of each unwritten plan, program, policy, practice, contract, agreement policy or other arrangement (other than Affected Employee Agreements as defined in (ii) below) providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance equity-based awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirementbonus or other incentive compensation (including stay bonuses but excluding sales commission plans), fringe benefits, cafeteria benefits, benefits or other benefitsemployee benefits whether formal or informal, and whether written funded or unwrittenunfunded, including, including without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), sponsored, maintained, contributed to, or required to be contributed to by iPrintto, any subsidiary of iPrint andfor the benefit of, or with respect to any current or former employee, consultant, independent contractor, agent or principal of the Company or any of its Subsidiaries (each an "Affected Employee" and each such plans which are subject to Code Section 401(a)plan, program, policy or arrangement other than any multiemployer plan an "Affected Employee Plan") (including, but not limited to, any trade agreement or business arrangement that obligates the Parent or any of its Subsidiaries to make any payment to any Affected Employee) and (whether ii) each material employment, severance, termination, consulting or not incorporatedsimilar agreement (except consulting agreements which can be terminated with 60 days or less notice without liability) which is or, at between the Company or any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of its Subsidiaries and any ---------------------- person who performs or who has performed services for iPrint Affected Employee or with respect to which iPrint, the Company or any subsidiary, of its Subsidiaries has any liabilities or iPrint ERISA Affiliate has or may have any liability obligations (including, without limitation, contingent liability) or obligation (collectively, the each an "iPrint Affected Employee PlansAgreement"). --------------------- (b) Documents. iPrint The Seller has furnished delivered to Wood true the Buyer current, accurate and complete --------- copies of all documents embodying each of the iPrint material Affected Employee Plans Plan and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuseseach Affected Employee Agreement.

Employee Benefit Plans. Except as set forth in Section 4.28 of the ---------------------- Disclosure Schedule, there are no liens against the Purchased Assets under Section 412(n) of the Internal Revenue Code or Sections 302(f) or 4068 of ERISA. Neither Seller nor any corporation, trade, business or other entity under common control with Seller, within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code, or under Section 4001 of ERISA (an "ERISA Affiliate") is or was obligated (a) iPrint has set forth in to contribute to any plan subject to Title IV of ERISA other than a multiemployer plan within the iPrint Disclosure Schedule a complete and accurate list meaning of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsSection 3(37) of ERISA, or other benefits(b) to any multiemployer plan within the meaning of Section 3(37) of ERISA for any material amount of delinquent contributions thereto or for any amount on account of any withdrawal liability. As of the Closing, whether written Buyer will have no obligation to contribute to, or unwrittenany liability in respect of, including, without limitation, each "(i) any employee benefit plan" plan within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed toERISA, or required to be contributed to by iPrint(ii) any other benefit arrangement, any subsidiary of iPrint andobligation, with respect to any such plans which are subject to Code Section 401(a)or practice, any trade or business (whether or not incorporated) which is orlegally enforceable, at any relevant timeto provide benefits, was treated other than salary, as a single employer with iPrint within the meaning of Section 414(b)compensation for services rendered, (c),(m) to one or (o) of the Codemore present or former employees, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintdirectors, any subsidiaryagents, or iPrint ERISA Affiliate has or may have any liability (independent contractors, including, without limitation, contingent liabilityany similar employment, severance or other arrangement or policy (whether written or oral) providing for insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, fringe benefits, or obligation retirement benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits, executive compensation/severance policies or agreements, sick leave, vacation pay, any plans subject to Section 125 of the Internal Revenue Code (collectively"Employee Benefit Plan"), sponsored or maintained by Seller or any ERISA Affiliate, or to which Seller or any ERISA Affiliate was obligated to contribute. The Seller and its ERISA Affiliates will not, in connection with the transactions contemplated by this Agreement, cease to provide any group health plan coverage to their employees in a manner which would cause Buyer to be deemed a successor employer of such Seller or its ERISA Affiliates within the meaning of Proposed Treasury Regulations Section 54.4980B-9 Q&A8(c). There are no pending or threatened claims by or on behalf of any Employee with respect to any Employee Benefit Plan, other than those made in the ordinary operation of such plans. No Employee Benefit Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the "iPrint Department of Labor, or any other governmental entity, and no matters are pending with respect to any Employee Plans")Benefit Plan under the CAP or VCR programs set forth in Revenue Procedure 98-22. --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Section 4.28 of the iPrint Disclosure Schedule lists all Employee Benefit Plans and related plan documentssponsored, including (without limitation) maintained or contributed to by Seller for the most recent determination or opinion letter, trust documents, group annuity contracts, plan benefit of Employees working for the Business. Seller shall deliver to Buyer any amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modificationsother descriptions, compliance and nondiscrimination tests plan documents or other related documents for all Employee Benefit Plans sponsored, maintained or contributed to by Seller immediately before the Closing Date for the last three plan years, Form 5500 reports filed benefit of Employees working for the last three Business, which shall give Buyer sufficient information about the terms and provisions of such Employee Benefit Plans to enable Buyer to satisfy its obligations under Section 11.2.1 of this Agreement. In the event that Seller requests pursuant to Section 11.2.1 that Buyer cause a defined contribution plan yearsqualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept assets from the Hollywood Park, standard COBRA forms and related noticesInc. 401(k) Investment Plan (the "Seller 401(k) Plan"), Seller shall make the following representations regarding the Seller 401(k) Plan: (i) the Seller 401(k) Plan has received a favorable determination letter from the Internal Revenue Service which has not been revoked, and registration statements Seller has no knowledge of any facts which could cause the revocation of such determination letter, (ii) the Seller 401(k) Plan has been maintained, operated, and prospectusesadministered substantially in accordance with its terms and with the requirements of the Internal Revenue Code and ERISA, and (iii) all required contributions to the Seller 401(k) Plan have been timely made.

Employee Benefit Plans. (aA. Set forth on Schedule 4.23(a) iPrint has set forth in the iPrint Disclosure Schedule is a complete and accurate correct list of each planall "employee benefit plans" (as defined in Section 3(3) of ERISA), programall fringe benefit plans as defined in Section 6039D of the Code and, policywithout limitation, practiceall bonus, contract, agreement or other arrangement providing for employmentincentive, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentiveprofit sharing, stock option, stock purchaseappreciation right, stock bonus, phantom stockstock purchase, employee stock appreciation rightownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, fringe benefits, cafeteria benefitsbenefit or welfare plan, or any other benefitssimilar plan, agreement, policy or understanding (whether written or unwrittenoral, includingqualified or nonqualified, without limitationcurrently effective or terminated), each "employee benefit plan" within the meaning of Section 3(3and any trust, escrow or other agreement related thereto, which (i) of ERISA which is currently or has been sponsoredat any time within the last sixty (60) months, maintained, contributed to, maintained or required to be contributed to by iPrint, Interchange or any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the CodeInterchange Subsidiaries, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, Interchange or any subsidiaryof the Interchange Subsidiaries has any material liability, or iPrint ERISA Affiliate has (ii) provides benefits, or may have describes policies or procedures applicable to any liability director, officer, employee, service provider, former director, former officer or former employee of Interchange or any of the Interchange Subsidiaries, or the dependents of any thereof, regardless of whether funded or unfunded (including, without limitation, contingent liability) or obligation (collectively, herein collectively the "iPrint Employee Plans" and each individually an "Employee Plan"). --------------------- (b) Documents. iPrint Interchange has furnished delivered or made available to Wood true Interchange true, accurate and complete --------- copies of the documents embodying comprising each of the iPrint Employee Plans Plan and any related plan documentstrust agreements, including (without limitation) the most recent determination summaries, employee booklets or opinion letterhandbooks, trust documents, group annuity contracts, plan amendments, insurance policies or contractsany other funding instruments ("Funding Arrangements"), participant agreementsany contracts with independent contractors (without limitation, employee bookletsactuaries investment managers, administrative service agreementsetc.) that relate to any Employee Plan, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for in each of the last three (3) most recent plan yearsyears with respect to each Employee Plan, standard COBRA forms and related noticesschedules and opinions, and registration statements and prospectusessuch other documents, records or other materials related thereto reasonably requested by Interchange.

Employee Benefit Plans. (ai) iPrint has set forth in Section 3.01(t)(i) of the iPrint Seller Disclosure Schedule contains a complete and accurate list of each planall material bonus, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirementincentive, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability pension (including, without limitation, contingent liabilitySeller Pension Plans, as defined below), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option (including, without limitation, the Seller Stock Plans), severance, welfare (including, without limitation, “welfare plans” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), fringe benefit plans, employment, change in control, retention or obligation severance agreements, consulting agreements or arrangements and all similar practices, policies and arrangements maintained or contributed to (currently or within the last six years) by (A) Seller or any Seller Subsidiary and with respect to which one of the following applies (1) in which any employee or former employee (the “Seller Employees”), consultant or former consultant (the “Seller Consultants”), officer or former officer (the “Seller Officers”), or director or former director (the “Seller Directors”) of Seller or any Seller Subsidiary participates or (2) to which any such Seller Employees, Seller Consultants, Seller Officers or Seller Directors are parties or (B) any Seller ERISA Affiliate (as defined below) (collectively, the "iPrint Employee “Seller Compensation and Benefit Plans"”). --------------------- Notwithstanding the foregoing, the term “Seller Compensation and Benefit Plans” shall not include plans, funds, programs, policies, practices or procedures that are maintained or funded either (bA) Documents. iPrint has furnished to Wood true and complete --------- copies by Seller Employees, Seller Consultants, Seller Officers or Seller Directors for their own benefit or for the benefit of documents embodying each their employees, such as individual retirement arrangements or plans described in Section 401(a) of the iPrint Employee Plans Code benefiting (or intended to benefit) themselves or persons who are not Seller Employees or (B) by persons or entities who are not Seller ERISA Affiliates (as defined below). Neither Seller nor any Seller Subsidiary has any commitment to create any additional Seller Compensation and related plan documentsBenefit Plan or to modify or change any existing Seller Compensation and Benefit Plan, including (without limitation) except to the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary extent required by law and as otherwise contemplated by Sections 6.02 and 7.02 of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesthis Agreement.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.16(a) of the iPrint Company Disclosure Schedule lists, as of the date of this Agreement, each material employee benefit plan (as hereinafter defined) (i) that is currently maintained, contributed (or required to be contributed) to, or sponsored by the Company or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a complete and accurate list party, or (iii) with respect to which the Company or any Company Subsidiary has any material liability, including any material contingent liability, for the payment or delivery of each any premiums, compensation or benefits (collectively, the “Plans”). For purposes of the preceding sentence, an “employee benefit plan” is any of the following that benefits or is intended to benefit any current or former employee or director (whether or not an employee) of, program, policy, practice, contract, agreement or consultant or other arrangement providing for employmentservice provider (whether or not an employee) with respect to the Company or an ERISA Affiliate (as defined in Section 3.16(b)), compensationor the beneficiaries of any of them: (A) a “plan” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, as amended (“ERISA”); (B) a stock bonus, incentive, stock option, stock purchase, restricted stock, restricted stock bonus, phantom stockunit, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; or (C) an incentive, bonus, deferred compensation, welfare, retiree medical or life insurance, retirement, supplemental retirement, termination, salary continuation, severance, change in control, and any material fringe benefits, cafeteria benefits, benefit or other benefitsmaterial benefit plan, policy, program, agreement or arrangement, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with . With respect to any such plans which are subject each Plan, the Company has delivered to Code Section 401(a)Parent a true and complete copy of each of the following, any trade or business together with all amendments: (whether or not incorporatedi) which is all documents embodying the Plan (or, at any relevant timewhere a Plan has not been reduced to writing, was treated as a single employer with iPrint within the meaning summary of Section 414(ball material Plan terms), (c),(mii) in the case of any funded Plan, the trust agreement or similar instrument, (oiii) for each Plan subject to the requirement that annual reports be filed on a Form 5500, the two most recently filed annual reports, with schedules, financial statements and auditor’s opinion attached, (iv) in the case of each Plan intended to be qualified under Section 401(a) of the Code, the most recent IRS determination or opinion letter applicable to the Plan, (a "iPrint ERISA Affiliate"v) for all related custodial agreements, insurance policies (including fiduciary liability insurance covering the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each fiduciaries of the iPrint Employee Plans Plan), administrative services and related plan documentssimilar agreements, including and investment advisory or investment management agreements, if any, and (without limitationvi) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptionsdescription, summary summaries of material modifications, compliance modifications or similar summary and nondiscrimination tests for any employee handbook referencing the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesPlan.

Employee Benefit Plans. (a) iPrint has Except as set forth in Schedules 3.10(a), 3.10(b) or 3.15(a), the iPrint Disclosure Schedule a complete Company and accurate list its Subsidiaries do not sponsor, maintain or contribute to, are not required to contribute to, and do not have any liability (contingent or otherwise) with respect to any "employee benefit plans" as defined by Section 3(3) of each ERISA, specified fringe benefit plans as defined in Section 6039D of the Code, or any other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, programor any other employee compensation or benefit plan, agreement, policy, practice, contractcommitment or contract (whether qualified or nonqualified, agreement currently effective or other arrangement providing for employmentterminated, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to), or required to be contributed to by iPrintany trust, any subsidiary of iPrint andescrow or other agreement related thereto, with respect to any such plans which are subject to Code Section 401(aU.S. Law (each a "Company Benefit Plan" and together the "Company Benefit Plans"). Except as set forth on Schedule 3.15(a), neither the Company, its Subsidiaries nor any other trade or business (whether or not incorporated) which is or, or at any relevant time, was time within the six (6)-year period ending on the Closing Date would have been treated as a "single employer employer" with iPrint within either the meaning of Company or its Subsidiaries under Section 414(b), (c),(m) c), (m), or (o) of the Code, Code (a the "iPrint ERISA AffiliateAffiliates") for has contributed to, been required to contribute to, or has had any liability (contingent or otherwise) at any time within the benefit of any ---------------------- person who performs or who has performed services for iPrint or last six (6) years with respect to which iPrint, any subsidiary, "multiemployer plan," as that term is defined in Section 4001 of ERISA or iPrint any "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Section 412 of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesCode.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.15 of the iPrint Company Disclosure Schedule a complete lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA) and accurate list of each plan, program, policy, practice, contract, agreement or all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stockperformance share, stock appreciation rightor other equity based compensation, incentive, deferred compensation, supplemental retirement, severance and other similar fringe benefitsor employee benefit plans, cafeteria benefitsprograms or arrangements, and any employment, executive compensation, consulting or severance agreements, performance pay, loan or loan guarantee, change of control or other non-ERISA plans, written or otherwise, for the benefit of, or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed relating to, any current or required former employee or director of or consultant to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a)the Company, any trade or business (whether or not incorporated) which is or, at any relevant time, or was treated as a single employer member of a controlled group including the Company or which is under common control with iPrint the Company (a "Company ERISA Affiliate") within the meaning of Section 414(b), (c),(m) or (o) 414 of the Code, (a "iPrint or any Company Subsidiary, that the Company, any Company Subsidiary or any Company ERISA Affiliate") for the benefit of Affiliate maintains or pursuant to which has any ---------------------- person who performs or who has performed services for iPrint or obligation, as well as each employee pension plan with respect to which iPrintthe Company, any subsidiary, Company Subsidiary or iPrint a Company ERISA Affiliate has maintained or may have otherwise incurred any liability within the consecutive five-year period ending on the Closing Date (collectively the "Company Employee Plans"). The Company has provided Parent copies of (i) each such written Company Employee Plan and all documents pursuant to which the Company Employee Plans are maintained, funded and administered, including summary plan descriptions, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) all governmental filings for the last three years, including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true excise tax returns and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesreportable events filings, and registration statements (iv) all governmental rulings, determinations, and prospectusesopinions (and pending requests for governmental communications, rulings, determinations, and opinions) during the past three years.

Employee Benefit Plans. (a) iPrint has set forth in Section 4.10(a) of the iPrint Disclosure Schedule a complete lists (i) all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, all bonus, incentive, stock option, stock purchase, stock bonus, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, fringe benefits, cafeteria benefits, severance or other benefitsbenefit plans, whether written programs or unwrittenarrangements, includingand all employment, without limitationtermination, each "employee benefit plan" within severance, consulting, independent contractor or other contracts or agreements that provide for notice periods or termination entitlements in excess of the meaning of Section 3(3) of ERISA applicable statutory minimums to which the Company or any Subsidiary is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint anda party, with respect to which the Company or any such plans Subsidiary has any obligation or which are subject maintained, contributed to Code Section 401(a), or sponsored by the Company or any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") Subsidiary for the benefit of any ---------------------- person who performs current or who has performed services for iPrint former employee, officer or with respect to which iPrint, any subsidiarydirector of, or iPrint any current or former consultant to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA Affiliate in the event such plan has been or may have were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (includingiv) any contracts, without limitationarrangements or understandings between the Company or any Subsidiary and any employee, contingent liability) director or obligation officer of the Company or any Subsidiary relating in any way to a sale of the Company or any Subsidiary (collectively, the "iPrint Employee “Plans"”). --------------------- (b) Documents. iPrint Each Plan is in writing and the Company has furnished to Wood Parent a true and complete --------- copies copy of documents embodying each Plan and has delivered to Parent a true and complete copy of the iPrint Employee Plans and related plan documentseach material document, if any, prepared in connection with each such Plan, including (without limitationA) the most recent determination a copy of each trust or opinion letterother funding arrangement, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, (B) each summary plan descriptions, description and summary of material modifications, compliance and nondiscrimination tests (C) the most recently filed Internal Revenue Service (“IRS”) Form 5500, (D) the most recently received IRS determination letter for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticeseach such Plan, and registration statements (E) the most recently prepared actuarial report and prospectusesfinancial statement in connection with each such Plan. Neither the Company nor any Subsidiary has any express or implied commitment, (1) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (2) to enter into any contract or agreement to provide compensation or benefits to any individual except for such contract or agreements with employees who are hired, and amendments to such contracts or agreements, prior to the Effective Time other than in accordance with Section 6.01(f) of this Agreement, or (3) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Employee Benefit Plans. (a) iPrint Schedule 5.14(a) lists, and TPB has set forth in delivered or made available to Parent prior to the iPrint Disclosure Schedule a execution of this Agreement, correct and complete information with respect to and accurate list copies of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensationall pension, retirement, profit-sharing, employee stock ownership, salary continuation, deferred compensationcompensation and split dollar policies, loansplans and agreements; all director deferral and director retirement policies, severanceplans and agreements; all equity-based policies, separationplans and agreements relating to grants of stock options, relocationwarrants, repatriationrestricted stock, expatriationrestricted stock units or other equity awards; all policies, visas, work permits, termination plans and agreements relating to severance pay, performance awardsvacation and paid-time-off; all cash or equity-based bonus plans and any other incentive plans; all other written or unwritten employee programs, bonusarrangements or agreements; all medical, incentivevision, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, dental or other benefitshealth plans, whether written all life and disability insurance plans, flexible spending accounts and all other employee benefit plans or unwrittenfringe benefit plans, including, without limitation, each "“employee benefit plan" within the meaning of plans,” as defined in Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is orsubject to ERISA), at adopted, maintained by, sponsored in whole or in part by, or contributed to by any relevant timeTPB Company, was treated as any Affiliate of a single employer with iPrint TPB Company, or any ERISA Affiliate thereof within the meaning of Section 414(b), last six (c),(m6) or (o) of the Code, (a "iPrint ERISA Affiliate") years for the benefit of any ---------------------- person who performs employees, retirees, dependents, spouses, directors, independent contractors or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation other beneficiaries (collectively, the "iPrint Employee “TPB Benefit Plans"”). --------------------- (b) Documents. iPrint TPB also has furnished delivered or made available to Wood true Parent prior to the execution of this Agreement correct and complete --------- copies of documents embodying (where applicable) the following with respect to each of the iPrint Employee Plans TPB Benefit Plans: (i) all summary plan descriptions, summaries of material modifications, and related plan documents, including amendments; (without limitationii) the most recent determination or opinion letterletters, trust documentsas applicable, group annuity contracts, plan amendmentsreceived from the Internal Revenue Service; (iii) the three (3) most recent Form 5500 Annual Reports; (iv) the three (3) most recent audited financial statements and actuarial valuations; (v) all material related agreements, insurance policies contracts and other documents that implement or contractsimpact the TPB Benefit Plan; and (vi) any notices to or from the Internal Revenue Service, participant agreementsany office or representative of the Department of Labor or any other Governmental Authority relating to any compliance issues in respect of any TPB Benefit Plan. Any TPB Benefit Plan that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, is referred to herein as a “TPB ERISA Plan.” No TPB Benefit Plan is or has been a “defined benefit plan” (as defined in Section 414(j) of the IRC) or a “multi-employer plan” (as defined in Section 3(37) of ERISA), a multiple employer plan (as defined in Section 3(40) of ERISA) or Section 413(c) of the IRC, or, except as designated on Schedule 5.14(a), a multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA), and, except as described on Schedule 5.14(a), no ERISA Affiliate of any TPB Company maintains, sponsors or contributes to, or has ever maintained, sponsored or contributed to, any such employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesbenefit plan.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.11(a) of the iPrint ---------------------- ---------------------- Company Disclosure Schedule a complete lists: (i) all employee benefit plans (as --------------------------- defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, all material bonus, incentive, stock option, stock ----- purchase, restricted stock, stock bonus, phantom stock, stock appreciation right, employee stock ownership, profit sharing, savings, change in control, retirement, pension, health, life insurance, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit, layoff, salary continuation, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, fringe benefits, cafeteria benefits, severance or other benefitsbenefit plans, whether written programs or unwrittenarrangements; and (ii) all employment, includingtermination, without limitationseverance or other Contracts, each "employee benefit plan" within agreements or commitments to which the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintCompany, any subsidiary of iPrint andERISA Affiliate or any Subsidiary is a party, with respect to which the Company, any such plans ERISA Affiliate or any Subsidiary has or may reasonably be expected to have any obligation or which are subject maintained, contributed to Code Section 401(a)or sponsored by the Company, any trade ERISA Affiliate or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") Subsidiary for the benefit of any ---------------------- person who performs current or who has performed services for iPrint former employee, consultant, officer or with respect to which iPrint, director of the Company or any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation Subsidiary (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint The Company has furnished made ----- available to Wood Merger Sub a true and complete --------- copies copy (where applicable) of documents embodying (i) each Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms of such Plan), (ii) each trust or funding arrangement prepared in connection with each such Plan, (iii) the iPrint Employee Plans annual report on Internal Revenue Service ("IRS") Form 5500 or any other annual --- report required by applicable Law for the three (3) most recent plan years, (iv) the most recently received IRS determination letter for each such Plan, (v) the two (2) most recent actuarial reports and related plan documentsfinancial statements prepared in connection with each such Plan, including and (without limitationvi) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptionsdescription, summary any summaries of material modificationsmodification, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesany employee handbooks, and registration statements and prospectusesany material written communications (or a description of any material oral communications) by the Company or the Subsidiaries to any current or former employees, consultants, or directors of the Company or any Subsidiary concerning the extent of the benefits provided under a Plan. Neither the Company nor any Subsidiary has any plan or commitment to establish any new material Plan or to materially modify any Plan.

Employee Benefit Plans. (a) iPrint has set Schedule 4.10(a) of the Disclosure Schedules sets forth in the iPrint Disclosure Schedule (i) a complete and accurate list of each planall material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, as amended ("ERISA")) and all bonus, incentive, stock option, stock purchase, stock bonus, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, fringe benefits, cafeteria benefits, severance or other benefitsbenefit plans, whether written programs or unwrittenarrangements, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, that are maintained, contributed to, to or required to be contributed to sponsored by iPrint, the Company or any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") its Subsidiaries for the benefit of any ---------------------- person who performs current or who former employee, officer or director of the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has performed services for iPrint or is reasonably expected to have any present or future liability (directly or indirectly), (ii) a list of all material employment, termination, severance or other contracts, agreements or arrangements, pursuant to which the Company or any of its Subsidiaries currently has any obligation with respect to which iPrintany current or former employee, officer or director of the Company or any subsidiaryof its Subsidiaries and (iii) a list of all Employee Merger Payments, and the type and amount of the Employee Merger Payments with respect to each recipient or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation potential recipient of an Employee Merger Payment (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint The Company has furnished made available to Wood Acquiror, with respect to each Employee Plan, a true and complete --------- copies copy of documents embodying (where applicable) each of Employee Plan, all current summary plan descriptions, the iPrint Employee Plans three most recently filed Form 5500s, the most recent determination or opinion letter from the IRS, all material correspondence to or from any Governmental Authority received in the last three years, all discrimination tests for the most recent three plan years, and related plan documentsall material written agreements and contracts currently in effect, including (without limitation) the most recent determination or opinion letter, trust documentsadministrative service agreements, group annuity contracts, plan amendments, and group insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.

Employee Benefit Plans. (a) iPrint has set The Company Dis- closure Statement sets forth in as of the iPrint Disclosure Schedule date hereof a true and complete and accurate list of each material "employee benefit plan" (as defined in Section 3(3) of ERISA) of the Company and its Subsidiaries in which current or former employees, agents, directors, or independent contractors of the Company or its Subsidiaries ("Employees") participate or pursuant to which the Company or any of its Subsidiaries may have a liability with respect to Employees (each, an "Employee Plan"), and each other material plan, program, policy, practicecontract or arrangement of the Company and its Subsidiaries providing for bonuses, contractpensions, agreement deferred pay, stock or stock related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria employee benefits, or compensation to or for any Employees or any beneficiaries or dependents of any Employees (other benefitsthan directors' and officers' liability policies), whether written or unwrittennot insured or funded (each, includinga "Benefit Arrangement"). Except as disclosed on the Company Disclosure Statement, without limitation, each "employee benefit plan" within neither the meaning Company nor any of Section 3(3) of ERISA which is its Subsidiaries has any commitment to establish any material additional Employee Plans or Benefit Arrangements or to modify or change materially any existing Employee Plan or Benefit Arrangement. The Company has been sponsored, maintained, contributed to, or required made available to be contributed to by iPrint, any subsidiary of iPrint and, Parent with respect to any such plans which are subject to Code Section 401(a), any trade or business each Employee Plan and Benefit Arrangement: (whether or not incorporatedi) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies copy of all written documents embodying each comprising such Employee Plan or Benefit Arrangement (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of the iPrint such Employee Plans and related plan documents, including Plan or Benefit Arrangement; (without limitationii) the most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination or opinion letter, trust documentsif any. For purposes of the Company Disclosure Statement and for making available documents with respect to Employee Plans and Benefit Arrangements, group annuity contractsbut not for purposes of the remainder of this Section 5.9, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary Employee Plans and Benefit Arrangements shall be limited to Employee Plans and Benefit Arrangements of material modifications, compliance the Company and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesits ERISA Affiliates.

Employee Benefit Plans. (aExcept as may be contemplated by the Management Longer Term Equity Incentive Plan Proposal or the Parent Omnibus Incentive Plan Proposal, neither Parent, First Merger Sub, Second Merger Sub, nor any of their respective Subsidiaries sponsors, maintains, contributes to or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under any “employee benefit plan” as defined in Section 3(3) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of each ERISA or any other material, written plan, policy, program, policyarrangement or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than sixty (60) days or such longer period as may be required by applicable Law) providing compensation or benefits to any current or former director, practiceofficer, contractemployee, agreement independent contractor or other arrangement providing for employmentservice provider, compensationincluding all incentive, retirementbonus, deferred compensation, loansvacation, severanceholiday, separationcafeteria, relocationmedical, repatriationdisability, expatriation, visas, work permits, termination pay, performance awards, bonus, incentivestock purchase, stock option, stock purchase, stock bonusappreciation, phantom stock, restricted stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefitsstock-based compensation plans, whether written policies, programs, practices or unwrittenarrangements, includingbut not including any plan, without limitationpolicy, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is program, arrangement or has been sponsoredagreement that covers only former directors, maintainedofficers, contributed toemployees, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or independent contractors and service providers and with respect to which iPrintParent, First Merger Sub, Second Merger Sub or any subsidiary, of their respective Subsidiaries have no remaining obligations or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation liabilities (collectively, the "iPrint Employee “Parent Benefit Plans"). --------------------- ”) and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) will (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any equity holder, director, manager, officer or employee of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries, or (b) Documents. iPrint has furnished result in the acceleration, vesting or creation of any rights of any equity holder, director, manager, officer or employee of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination payments or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies benefits or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesincreases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) iPrint has set Schedule 3.17(a) sets forth in the iPrint Disclosure Schedule a correct and complete and accurate list of each plan(i) all employee welfare benefit plans (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, programas amended (“ERISA”), policy(ii) all employee pension benefit plans (as defined in Section 3(2) of ERISA) and (iii) all other material employee benefit plans, practiceprograms, contractpolicies, agreement agreements or other arrangement providing for employmentarrangements, including any deferred compensation, retirement, deferred compensationprofit sharing, loansincentive, bonus, commission, stock option or other equity based, phantom, change in control, retention, employment, consulting, severance, separationdependent care, relocationsick leave, repatriationvacation, expatriationflex, visascafeteria, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation rightretiree health or welfare, supplemental retirementincome, fringe benefits, cafeteria benefits, benefit or other benefitssimilar plan, programs, policies, agreements or arrangements, whether written or unwrittenoral, includingthat (A) are maintained, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed to, or required to be contributed to entered into by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") Companies for the benefit of any ---------------------- person who performs current or who has performed services former employee, consultant or manager of any of the Companies, or for iPrint a beneficiary or dependent of such an individual (individually and collectively, “Covered Individuals”), (B) have been approved by any of the Companies but are not yet effective for the benefit of Covered Individuals, or (C) were previously maintained by any of the Companies for the benefit of Covered Individuals and with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may of the Companies have any liability (including, without limitation, contingent liability) or obligation Liability (collectively, the "iPrint Employee “Benefit Plans"”). --------------------- (b) Documents. iPrint has furnished The Companies have delivered to Wood true the Purchaser a correct and complete --------- copies copy (where applicable) of documents embodying (1) each Benefit Plan (or, where a Benefit Plan has not been reduced to writing, a summary of the iPrint Employee Plans and related plan documentsall material terms of such Benefit Plan), (2) each trust or funding arrangement prepared in connection with each such Benefit Plan, including insurance, stop-loss insurance and annuity Contracts, (without limitation3) the three most recently filed annual reports on Internal Revenue Service (“IRS”) Form 5500 or any other annual report required by Applicable Law, (4) the most recent recently received IRS determination or opinion letter, trust documentsif any, group annuity contractsfor each such Benefit Plan, plan amendments(5) the most recently prepared actuarial report and financial statement in connection with each such Benefit Plan, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, (6) the most recent summary plan descriptionsdescription, summary any summaries of material modificationsmodification, compliance any employee handbooks and nondiscrimination tests for any material written communications (or a description of any material oral communications) by the last three Companies to any Covered Individual concerning the extent of the benefits provided under any Benefit Plan, (7) all material correspondence with the IRS, United States Department of Labor (“DOL”) and any other Governmental Entity regarding any Benefit Plan and (8) all Contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Benefit Plan. The Companies do not have any plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesor commitment to establish any new Benefit Plan or to modify any Benefit Plan.

Employee Benefit Plans. (a) iPrint has set forth in All benefit and compensation plans, contracts, policies or arrangements covering current or former employees, officers, directors or independent contractors of the iPrint Disclosure Schedule a complete and accurate list of each planCompany Group, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "including (i) all “employee benefit plan" plans” within the meaning of Section 3(3) of ERISA ERISA, (ii) disability, insurance, fringe benefit, retirement, employment or consulting arrangements, and (iii) all deferred compensation, stock option, restricted stock, phantom appreciation, equity-based, incentive, retention, change in control and bonus plans, in each case whether written or oral, formal or informal, that the Company Group sponsors, maintains or contributes to or to which is it has any direct or indirect liability, whether contingent or actual (collectively, the “Company Benefit Plans”), other than any Company Benefit Plans maintained outside of the United States primarily for the benefit of Company Employees working outside of the United States (any such plans hereinafter being referred to as “Non-US Company Benefit Plans”), are listed on Section 4.13(a) of the Company Disclosure Letter. For each Company Benefit Plan set forth on Section 4.13(a) of the Company Disclosure Letter, the US Company has been sponsoredmade available to US Purchaser complete copies of the following (as applicable): (i) the written document evidencing such Company Benefit Plan, maintainedincluding all material amendments, contributed to, modifications or required to be contributed to by iPrint, any subsidiary of iPrint andsupplements thereto (or, with respect to any such plans which are subject to Code Section 401(a)plan that does not have a written plan document, any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within summary of the meaning of Section 414(bmaterial terms thereof), (c),(mii) or the annual report (o) of Form 5500), if any, filed with the CodeIRS for the last two plan years, (a "iPrint ERISA Affiliate"iii) for the benefit of any ---------------------- person who performs most recently received IRS determination letter, if any, (iv) the most recently prepared actuarial report or who has performed services for iPrint or with respect to which iPrintfinancial statement, any subsidiaryif any, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitationv) the most recent determination summary plan description, if any, and all material modifications thereto, (vi) copies of any material written correspondence with the Department of Labor or opinion letterthe IRS dated on or after September 17, 2008 regarding audits or noncompliance with the Code or ERISA, and (vii) any related trust documents, group annuity contracts, plan amendmentsagreements, insurance policies contracts or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary documents of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesany other funding arrangements.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.18(a) of the iPrint Company Disclosure Schedule sets forth a complete and accurate list of each planall “employee benefit plans” (as defined in Section 3(3) of ERISA), program, policy, practice, contract, agreement whether or not subject to ERISA and all other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchasepurchase or other equity-based, stock bonusbenefit, phantom stockincentive compensation, stock appreciation rightprofit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, fringe benefitstermination, cafeteria benefitsretention, change of control and other similar fringe, welfare or other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) of ERISA which is maintained or has been sponsored, maintained, contributed to, or required to be contributed to by iPrintfor the benefit of or relating to any current or former employee or director of the Company, any subsidiary of iPrint and, with respect to its Subsidiaries or any such plans which are subject to Code Section 401(a), any other trade or business (whether or not incorporated) which is or, at any relevant time, was would be treated as a single employer with iPrint within the meaning Company or any of its Subsidiaries under Section 414(b414 of the Code (an “ERISA Affiliate”), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, the Company or any subsidiary, or iPrint ERISA Affiliate of its Subsidiaries has or may have any liability material Liability (including, without limitation, contingent liability) or obligation (collectivelytogether the “Employee Plans”). With respect to each Employee Plan, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint Company has furnished made available to Wood true Parent, unless otherwise agreed to by the parties, complete and complete --------- accurate copies of documents embodying (A) the three (3) most recent annual report on Form 5500 required to have been filed for each of the iPrint Employee Plans and related plan documentsPlan, including all schedules thereto; (without limitationB) the most recent determination or opinion letter, trust documentsif any, group annuity contracts, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, documents and summary plan descriptions, summary the employee handbook, and/or a written description of material modificationsthe terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies, recordkeeping services or similar administration agreement, investment management or investment advisory agreement, or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan and nondiscrimination tests for (y) any document comparable to the last three plan yearsdetermination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesmodifications or supplements to any such document.

Employee Benefit Plans. Neither the Company nor any member of any controlled group (awithin the meaning of Section 4001(a)(14) iPrint of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 414(b), (c), (m) or (o) of the Code of which the Company was at any time a member (a "Controlled Group Member"), has set forth in the iPrint Disclosure Schedule a complete and accurate list of each plan, program, policy, practice, contract, agreement ever maintained or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, presently maintains or other benefits, whether written has any obligation or unwritten, including, without limitation, each liability with respect to any "employee benefit plan" subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor its predecessors or a Controlled Group Member has ever contributed to or otherwise participated in or has any obligation or liability with respect to or has been required to contribute to or otherwise participate in any "multiemployer plan", as defined in Section 4001(a)(3) of ERISA or any single employer pension plan (within the meaning of Section 400(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. Schedule 5(p) contains a true and complete list of each employee benefit plan within the meaning of Section 3(3) of ERISA which is and any other pension, retirement, profit-sharing, deferred compensation, option, bonus, stock, welfare, medical, disability, insurance, severance, incentive or has been sponsoredother benefit plan, maintainedwhether written or oral, contributed tomaintained by the Company or a Controlled Group Member, or to which the Company contributes, for any of the Company's employees or under which the Company has or could have any obligation or liability (each a "Plan" and, collectively, the "Plans"), setting forth the name of the Plans and the names and addresses of the trustees, and the basis of the Company's contributions. True and complete copies of each of the Plans and related trusts are available for review by Purchaser. There has also been furnished the three most recent actuarial report required to be contributed to by iPrint, any subsidiary of iPrint and, prepared with respect to any of such plans which are subject to Code Section 401(a)Plans, any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.Internal Revenue Service

Employee Benefit Plans. (a) iPrint has set Schedule 4.9 sets forth in the iPrint Disclosure Schedule a complete and accurate list of each present plan, program, policyagreement, practicearrangement, contractcommitment and/or method of compensation providing any remuneration or benefits to, agreement or covering, any current or former employee of Seller or any other individual who provides services to Seller (including, but not limited to, any shareholder, officer, director, employee or consultant), or any spouse, child or other arrangement providing for employmentdependent of such current or former employee or individual, compensationwhich is sponsored, retirementmaintained, adopted or contributed to (in whole or in part) by Seller, or to which Seller could have any liability, including, but not limited to, pension, profit sharing, deferred compensation, loansbonus, retirement, severance, separationincentive or other employee pension, relocationhealth, repatriationdental, expatriationlife, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefitsdeath benefit, or other benefitswelfare plan, whether written agreements or unwrittenarrangements, includingworkers compensation, without limitationunemployment, each "and any nonqualified deferred compensation plan (as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Code, any “specified fringe benefit plan” as defined in Section 6039D(d)(1) of the Code, any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, and any “employee benefit plan" within the meaning of ” as defined in Section 3(3) of ERISA which (the “Benefit Plans”). Seller is not a member of a “controlled group of corporations” or has been sponsored, maintained, contributed tounder “common control” with, or required a member of an “affiliated service group,” with any other Person, as defined in section 414 of the Code. Seller has complied with all of the respective obligations with respect to be contributed to the Benefit Plans and has maintained the Benefit Plans in compliance with all applicable Laws and regulations. Any reporting, disclosure, funding or other obligation, whether arising by iPrint, any subsidiary Law or contract and whether arising before or after the Effective Time of iPrint andthis Agreement, with respect to any such plans which are subject to Code Section 401(a)Benefit Plan will be the sole responsibility of Seller, and neither Purchaser, nor any trade of its respective Affiliates, will have any obligation or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or liability with respect to which iPrintthereto, any subsidiaryeither before, on or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesafter Closing.

Employee Benefit Plans. (ai) iPrint has set forth in the iPrint The Company's Disclosure Schedule contains a complete and accurate list of each planall bonus, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirementvacation, deferred compensation, loanspension, severanceretirement, separationprofit-sharing, relocationthrift, repatriationsavings, expatriation, visas, work permits, termination pay, performance awards, bonus, incentiveemployee stock ownership, stock optionbonus, stock purchase, stock bonus, phantom restricted stock, stock appreciation rightand stock option plans, supplemental retirementall employment or severance contracts, all medical, dental, disability, severance, health and life plans, all other employee benefit and fringe benefitsbenefit plans, cafeteria benefitscontracts or arrangements and any "change of control" or similar provisions in any plan, contract or arrangement maintained or contributed to by the Company or any of its Subsidiaries for the benefit of officers, former officers, employees, former employees, directors, former directors, independent contractors or the beneficiaries of any of the foregoing (collectively, the Company's "Compensation and Benefit Plans"). Neither the Company Board nor any executive officers of the Company or any of its Subsidiaries has taken or initiated any formal action to create any additional material Compensation and Benefit Plan or to modify or change any existing Compensation and Benefit Plan in any material respect. (ii) With respect to each Compensation and Benefit Plan, if applicable, the Company has provided, made available, or will make available upon request, to Acquiror, true and complete copies of existing: (A) Compensation and Benefit Plan documents and amendments thereto; (B) trust instruments and insurance contracts; (C) two most recent Forms 5500 filed with the IRS; (D) the most recent actuarial report and financial statement; (E) the most recent summary plan description; (F) forms filed with the PBGC (other benefitsthan for premium payments); (G) the most recent determination letter issued by the IRS; (H) any Form 5310 or Form 5330 filed with the IRS; and (I) the most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). (iii) Each of the Company's Compensation and Benefit Plans has been administered in accordance with the terms thereof and with applicable law, whether written or unwritten, including, without limitation, each including ERISA and the Code. Each of the Company's Compensation and Benefit Plans which is an "employee pension benefit plan" within the meaning of Section 3(33(2) of ERISA ("Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and, except as Previously Disclosed, the Company is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determination letter. Neither the Company nor any of its Subsidiaries has been sponsored, maintained, contributed toengaged in a transaction, or required omitted to be contributed to by iPrint, take any subsidiary of iPrint andaction, with respect to any Compensation and Benefit Plan that would reasonably be expected to subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA in an amount which would be material, assuming for purposes of Section 4975 of the Code that the taxable period of any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which transaction expired as of the date hereof. There is no pending or, at to the Company's knowledge, threatened litigation or governmental audit, examination or investigation relating to the Company's Compensation and Benefit Plans. (iv) No liability under Title IV of ERISA (other than contributions and premiums required in connection therewith) has been or is reasonably expected to be incurred by the Company or any relevant time, was treated as a single of its Subsidiaries with respect to any "single-employer with iPrint plan" (within the meaning of Section 4001 (a)(15) of ERISA) or Multiemployer Plan currently or formerly maintained by any of them, or the single-employer plan or Multiemployer Plan of any entity (an "ERISA Affiliate") which currently is or formerly was considered one employer with the Company under Section 4001(a)(14) of ERISA or Section 414(b), (c),(m) or (oc) of the Code (an "ERISA Affiliate Plan"). (v) Except as Previously Disclosed, all contributions, premiums and payments required to have been made under the terms of any of the Company's Compensation and Benefit Plans or applicable law have been timely made or reflected in the Company's SEC Documents. Neither any of the Company's Pension Plans nor ERISA Affiliate Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. None of the Company, any of its Subsidiaries or any ERISA Affiliate has provided, or is required to provide, security to, nor are there any circumstances requiring imposition of any lien on the assets of the Company or any of its Subsidiaries with respect to, any Pension Plan or any ERISA Affiliate 16 21 Plan pursuant to ERISA or the Code. The Company's Disclosure Schedule contains a list of all of the Company's ERISA Affiliate Plans. (vi) Under each of the Company's Pension Plans and ERISA Affiliate Plans, to the Company's knowledge, there has been no material adverse change in the financial condition of any Pension Plan or ERISA Affiliate Plan (with respect to either assets or benefits) since the last day of the most recent plan year. (vii) Except as Previously Disclosed, neither the Company nor any of its Subsidiaries has any obligations under any Compensation and Benefit Plan to provide benefits, including death or medical benefits, with respect to any of their employees (or their spouses, beneficiaries, or dependents) beyond the retirement or other termination of service of any such employee other than (A) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, (B) retirement or death benefits under any employee pension benefit plan (as defined under Section 3(2) of ERISA), (C) disability benefits under any employee welfare plan that have been fully provided for by insurance or otherwise, or (D) benefits in the nature of severance pay. (viii) Except as set forth in the Company's SEC Documents or as Previously Disclosed, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby including, without limitation, as a "iPrint ERISA Affiliate") for the benefit result of any ---------------------- person who performs termination of employment prior to or who has performed services for iPrint following the Effective Time, will (A) result in any increase in compensation or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability payment (including, without limitation, contingent liabilityseverance, unemployment compensation, golden parachute or otherwise) becoming due to any current or obligation (collectivelyformer director, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each officer or employee of the iPrint Employee Company or any of its Subsidiaries under any Compensation and Benefit Plan or otherwise from the Company or any of its Subsidiaries, (B) increase any benefits otherwise payable under any Compensation and Benefit Plan, or (C) result in any acceleration of the time of payment or vesting of any such benefit. (ix) The Company and its Subsidiaries do not maintain any Compensation and Benefit Plans and related plan documents, including covering foreign Employees who are not residents of the United States. (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.m)

Employee Benefit Plans. (a) iPrint has set forth in Section 3.11(a) of the iPrint Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, by jurisdiction (to the extent applicable), a true and complete and accurate list of each material (i) “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, (ii) compensation, employment, consulting, end of service or severance, termination protection, termination indemnification, change in control, transaction bonus, retention, indemnification or similar plan, programagreement, arrangement, program or policy, practice; or (iii) other benefit or compensation plan, contract, agreement policy or other arrangement, including any such plan, contract, policy or arrangement providing for employment, compensationpension, retirement, profit-sharing, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, equity or equity-based compensation, stock purchase, employee stock bonusownership, phantom stockvacation, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, holiday pay or other benefitspaid time off, bonus or other incentive plans, medical, retiree medical, vision, dental or other health plans, life insurance plans, jubilee payments, 13th and 14th month bonuses, and other employee benefit plans or fringe benefit plans, in each case, whether written or unwritten, including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which that is or has been sponsored, maintained, administered, contributed to, to (or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(mto) or entered into by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has any liability, for the current or future benefit of any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries (oeach, a “Service Provider”) or any of their beneficiaries or dependents (each a “Company Benefit Plan”); provided, that the following need not be set forth on Section 3.11(a) of the CodeCompany Disclosure Letter (although, (a "iPrint ERISA Affiliate") for the benefit avoidance of doubt, are still included within the definition of Company Benefit Plan): (i) any ---------------------- person who performs employment contracts or who has performed services consultancy agreements for iPrint employees or consultants that (A) do not provide for severance, end of service, termination protection, change in control, bonus or incentive compensation, retention, indemnification or similar compensation or benefits or (B) are with respect to which iPrint, employees or consultants employed by the Company or any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, the "iPrint Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each its Subsidiaries outside of the iPrint Employee Plans U.S. and related plan documents, including are in all material respects consistent with a standard form made available to Parent prior to the date of this Agreement where the severance period or required notice of termination provided is not in excess of ninety (without limitation90) days or such longer period as is required under local Law and the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of agreement is not material modifications, compliance to the Company and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related noticesits Subsidiaries taken as a whole, and registration statements and prospectuses(ii) plans or arrangements required to be provided to a Service Provider pursuant to applicable Law.

Employee Benefit Plans. (a) iPrint has set forth in Section 3.6 of the iPrint Borrower Disclosure Schedule sets forth a true and complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "the employee benefit plan" within the meaning of plans (as defined in Section 3(3) of ERISA which is or has been sponsoredthe Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) currently maintained, contributed to, sponsored or required to be contributed to by iPrint, Borrower or any subsidiary of iPrint and, entity that would be deemed a “single employer” with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint Borrower within the meaning of Section 414(b), (c),(mc), (m) or (o) of the Code, (a "iPrint ERISA Affiliate") and all material bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, post-retirement or post-termination health or welfare benefit, severance, welfare, medical, life, vacation, sickness, change in control, death benefit and other similar fringe and employee benefit plans, programs, written policies and arrangements, and all written employment and consulting agreements, in each case for the benefit of, or relating to, any employee or former employee of Borrower (including their beneficiaries) (collectively, the “Borrower Employee Plans”). For purposes of the preceding sentence, “material” means any program, plan, benefit, policy or arrangement involving either more than five (5) persons or aggregate liability in excess of $250,000. Except as set forth in Section 3.6 of the Borrower Disclosure Schedule and except as would not have a Borrower Party Material Adverse Effect, with respect to any of the Borrower Employee Plans, (i) each Borrower Employee Plan (other than a Multiemployer Plan) intended to qualify under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service (the “IRS”) or, pursuant to Revenue Proceeding 2005-16, may rely upon an opinion or advisory letter; (ii) no such Borrower Employee Plan is a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (a “Multiemployer Plan”) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA that is subject to Sections 4063 and 4064 of ERISA (a “Multiple Employer Plan”), and no withdrawal liability exists with respect to any Multiemployer Plan or Multiple Employer Plan; (iii) there has been no “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, involving the assets of any ---------------------- person who performs of the Borrower Employee Plans; (iv) no “accumulated funding deficiency” (within the meaning of Section 412 of the Code and Section 302 of ERISA) has been incurred, and no excise or who other Taxes have been incurred or are due and owing by Borrower with respect to any of the Borrower Employee Plans because of any failure to comply with the minimum funding standards of the Code and ERISA; (v) no Action has performed services for iPrint been instituted or is threatened against or with respect to which iPrintany Borrower Employee Plan (other than routine claims for benefits and appeals of such claims); (vi) each Borrower Employee Plan (other than a Multiemployer Plan) complies and has been maintained and operated in accordance with its terms and applicable Law, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liabilityERISA and the Code; (vii) no Borrower Employee Plan (other than a Multiemployer Plan) is under audit or investigation by the IRS, U.S. Department of Labor or any other Governmental Authority; (viii) except as required by Section 4980B(f) of the Code, no Borrower Employee Plan provides medical, death or welfare benefits (whether or not insured) with respect to current or former employees of Borrower beyond their retirement or other termination of employment; and (ix) the consummation of the Transactions (either alone or in conjunction with any other event) will not entitle any current or former employee of Borrower to any payment (whether of severance pay, unemployment compensation, golden parachute, bonus or otherwise) or obligation (collectivelyincrease the amount of compensation due to any employee of Borrower. Notwithstanding the foregoing, the "iPrint representations and warranties contained in this Section 3.6 (other than the representations and warranties contained in subsections (ii), (iii) and (viii)) are qualified such that to the extent that any such representation or warranty applies to a Borrower Employee Plans"). --------------------- (b) Documents. iPrint has furnished Plan that is a Multiemployer Plan, such representation or warranty shall be deemed to Wood true and complete --------- copies be to the knowledge of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesBorrower.

Employee Benefit Plans. (a) iPrint has set forth in Section 4.18(a) of the iPrint Company Disclosure Schedule contains a correct and complete and accurate list of identifying (i) each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or other benefits, whether written or unwritten, including, without limitation, each "“employee benefit plan" within the meaning of ,” as defined in Section 3(3) of ERISA, (ii) each employment, consulting, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), (iii) Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan (written or oral), and (iv) any other employee benefit plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future), in all cases in clauses (i) through (iv) above under which any current employee of the Company or any Subsidiary, or any individual independent contractor of the Company or any of its Subsidiaries (other than Alloy Entertainment LLC) who has been paid more than $150,000 in the past fiscal year or any individual independent contractor of Alloy Entertainment LLC who has been paid more than $500,000 in the past fiscal year in the ordinary course of its business, has any present or future right to benefits and which is or has been sponsored, maintained, contributed toadministered, sponsored or required to be contributed to by iPrintthe Company or any Subsidiary, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(m) or (o) of the Code, (a "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrintthe Company or any of its Subsidiaries has any liability, any subsidiaryin each case, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (collectively, as in effect as of the "iPrint date hereof. Such plans are referred to collectively herein as the “Employee Plans"). --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectuses.”

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Disclosure Schedule 4.21 hereto contains a true ---------------------- ------------- and complete and accurate list of each planall pension, program, policy, practice, contract, agreement or other arrangement providing for employment, compensationprofit sharing, retirement, deferred compensation, loansincentive, bonus, severance, separationdisability, relocationhospitalization, repatriationmedical insurance, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, fringe benefits, cafeteria benefits, or life insurance and other benefits, whether written or unwritten, including, without limitation, each "employee benefit plan" within plans, programs or arrangements maintained by the meaning of Section 3(3) of ERISA which is Companies (or has been sponsored, maintained, contributed to, or required to be contributed to by iPrint, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (c),(maffiliate thereof) or under which the Companies have any obligations (oother than obligations to make current wage or salary payments) in respect of any of the Codeemployees of the Companies or their beneficiaries (each individually, (a an "iPrint ERISA Affiliate") for the benefit of any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or iPrint ERISA Affiliate has or may have any liability (including, without limitation, contingent liability) or obligation (Employee Benefit Plan" and collectively, the "iPrint Employee Benefit Plans"). --------------------- (b) Documents. iPrint has furnished The Companies have delivered to Wood Buyer true and complete --------- copies of documents embodying each of the iPrint Employee Plans and related plan all material documents, including (without limitation) as such may have been amended to the most recent determination or opinion letterdate hereof, embodying the Employee Benefit Plans, all trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreementsall available determination letters issued by the Internal Revenue Service (the "IRS"), employee booklets, administrative service agreements, summary plan and descriptions, summary of material modifications, the most recent compliance and nondiscrimination tests for (if any), the last three plan years, most recent Form 5500 reports filed for the last three plan yearsreports, standard COBRA forms and related notices, any correspondence or inquiry by the IRS or the Department of Labor, and registration statements any material employee communications, in each case relating to any Employee Benefit Plan. A true and prospectusescomplete copy of the Companies' personnel manuals have been delivered to Buyer. The Companies' policies and methods in respect of vacation time are accurately set forth in such manuals delivered to Buyer and on Schedule 4.21. Except in respect to the ------------- plans and arrangements set forth in Schedule 4.21 and as provided by Section ------------- 6.2(e) hereof, the Shareholder hereby acknowledges that neither he nor the Companies have any agreements or understandings (in writing or orally) with any employees of the Companies concerning their employment by the Companies or Buyer following the Closing. All Employee Benefit Plans have complied in form, operation and administration with their respective provisions, any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and all other applicable Laws. All contributions to and payments from the Employee Benefit Plans which have been required to be made in accordance with the provisions of the Employee Benefit Plans and, where applicable, ERISA and the Code have been made or are adequately accrued and reflected on the books and records of the Companies. There are no unfunded Liabilities in respect of any such Employee Benefit Plan. Neither of the Companies, nor, to the Companies' and the Shareholder's knowledge, any of their officers, employees or agents has committed any breach of fiduciary responsibility with respect to the Employee Benefit Plans to which ERISA is applicable which could subject Buyer or the Companies to any Liability under ERISA. The Companies are not and have never been obligated to make contributions to any multiemployer plan, as defined under ERISA. The Companies do not have any early retirement options or plans pursuant to which employees may choose to take early retirement. No shares of capital stock are reserved and/or eligible to be issued pursuant to any stock option, stock appreciation, stock grant or similar plan of the Companies.

Employee Benefit Plans. (a) iPrint has set forth in the iPrint Company Disclosure Schedule 3.12(a) sets forth a complete and accurate correct list of: (i) all “employee benefit plans,” as defined in Section 3(3) of each planthe Employee Retirement Income Security Act of 1974, programas amended (“ERISA”); (ii) all pension, policy, practice, contract, agreement or other arrangement providing for employment, compensationbenefit, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awardsprofit sharing, bonus, incentive, stock option, stock purchase, stock restricted stock, stock-based, performance award, unit option, restricted units, unit bonus, phantom stockequity, stock appreciation rightequity-based, incentive, deferred compensation, deferred bonus, salary reduction, retiree medical or life insurance, supplemental retirement, severance, retention, employment, consulting, termination, change in control, salary continuation, accrued leave, sick leave, vacation, paid time off, health, medical, disability, life, accidental death and dismemberment, insurance, welfare, fringe benefitsbenefit and other similar plans, cafeteria benefitsprograms, policies, practices or arrangements or other contracts or agreements; (iii) all other employee benefit plans, contracts, programs, funds, or other benefits, arrangements (whether written or unwrittenoral, includingqualified or nonqualified, without limitationfunded or unfunded) and any trust, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or has been sponsored, maintained, contributed toescrow, or required to be contributed to by iPrintsimilar agreement related thereto, any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or business (whether or not incorporated) which is orfunded, at in respect of any relevant timepresent or former employees, was treated as a single employer with iPrint within the meaning of Section 414(b)directors, (c),(m) managers, officers, equity holders, consultants, or (o) independent contractors of the Code, (a "iPrint ERISA Affiliate") for Company or any Company Subsidiary that are sponsored or maintained by the benefit of Company or any ---------------------- person who performs or who has performed services for iPrint Company Subsidiary or with respect to which iPrintthe Company or any Company Subsidiary has made or is required to make payments, any subsidiarytransfers, or iPrint ERISA Affiliate contributions or with respect to which the Company or any Company Subsidiary has or may have any liability (including, without limitation, contingent liability) or obligation (collectivelyall of the above in (i), the "iPrint (ii) and (iii) being hereinafter individually or collectively referred to as an “Employee Plan” or “Employee Plans",” respectively), and (iv) all amendments and restatements of each Employee Plan. --------------------- (b) Documents. iPrint has furnished to Wood true and complete --------- copies of documents embodying each Other than as set forth on Company Disclosure Schedule 3.12(a), no Employee Plan is maintained outside of the iPrint Employee Plans and related plan documents, including (without limitation) the most recent determination or opinion letter, trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the last three plan years, Form 5500 reports filed for the last three plan years, standard COBRA forms and related notices, and registration statements and prospectusesUnited States.