Common use of Pension and Benefit Plans Clause in Contracts

Pension and Benefit Plans. (a) Section 4.16 of the E-Stamp Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, or required to be contributed to by E-Stamp or any E-Stamp Subsidiary, or for the benefit of any employee, former employee, consultant or independent contractor (collectively, the "E-Stamp Benefit Plans"). --------------------- (b) With respect to each E-Stamp Benefit Plan, E-Stamp has made available to E-Stamp true and complete copies of: (i) any written plan texts and agreements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable. (c) With respect to each E-Stamp Benefit Plan: (ii) each E-Stamp Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp, any E-Stamp Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-Stamp, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Financial Statements in accordance with GAAP (or thereafter on the financial records of E-Stamp) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp or each E-Stamp Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp or any E-Stamp Subsidiary to continue to employ any employee, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp nor any E-Stamp Subsidiaries has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp nor any Affiliate has ever maintained, sponsored, participated in, or contributed to, any pension plan which is subject to Title IV or ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) the reserves therefor on the E-Stamp Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employees, directors or consultants of E-Stamp or any E-Stamp Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees of E-Stamp or any E-Stamp Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) Except as set forth in Section 4.16 of the E-Stamp Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not after the Effective Time entitle any individual to severance pay or accelerate the time of payment or vesting (other than as a result of partial or full termination of a tax-qualified plan), or increase the amount, of compensation due to any individual, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" within the meaning of Section 280G of the Code.

Pension and Benefit Plans. (a) Section 4.16 of the E-Stamp Disclosure Letter 3.17.1 SECTION 3.17 OF THE VERTICALONE DISCLOSURE SCHEDULE sets forth a correct true and complete list of all the material each employee benefit plans, agreements, commitments, practices or arrangements plan (within the meaning of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained), ever maintainedarrangement or agreement that is maintained or contributed to as of the date of this Agreement, sponsored by, or that has within the last six years been maintained or contributed to, or required to be contributed to by E-Stamp VerticalOne or any E-Stamp Subsidiaryother entity which together with VerticalOne would be deemed a "single employer" within the meaning of Section 4001 of ERISA or Code Sections 414(b), (c) or for the benefit of (m) or under which VerticalOne has any employee, former employee, consultant or independent contractor liability (collectively, the "E-Stamp Benefit Plans"). ---------------------. (b) With respect to each E-Stamp Benefit Plan, E-Stamp 3.17.2 VerticalOne has heretofore made available to E-Stamp true S1 true, correct and complete copies of: of each of the Plans and all related documents, including but not limited to (i) any written plan texts and agreements; the actuarial report for such Plan (if applicable) since such Plan came into existence, (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received letter from the United States Internal Revenue Service; Service (if applicable) for such Plan, (iii) the current summary plan description and any summaries of material modification, (iv) all annual reports (Form 5500 series) for each Plan filed since such Plan came into existence, (v) all agreements with fiduciaries and service providers relating to the Plan, and (vi) all substantive correspondence relating to any such Plan addressed to or received from the most recent actuarial valuationInternal Revenue Service, if applicablethe Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. 3.17.3 Except as set forth at SECTION 3.17 OF THE VERTICALONE DISCLOSURE SCHEDULE, (ci) With respect each of the Plans has been operated and administered in all material respects in compliance with applicable Laws, including but not limited to each E-Stamp Benefit Plan: ERISA and the Code, (ii) each E-Stamp Benefit Plan of the Plans intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code and each trust intended to qualify under Section 501(ais so qualified, (iii) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp, any E-Stamp Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-Stamp, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Financial Statements in accordance with GAAP (or thereafter on the financial records of E-Stamp) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp or each E-Stamp Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp or any E-Stamp Subsidiary to continue to employ any employee, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp nor any E-Stamp Subsidiaries has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp nor any Affiliate has ever maintained, sponsored, participated in, or contributed to, any pension plan which is subject to Title IV or ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) , the reserves therefor on present value of accrued benefits under such Plan, based upon the E-Stamp Financial Statements are adequate to discharge when due actuarial assumptions used for funding purposes in the accrued, unfunded liabilities for medical or death benefits most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current or former employees, directors or consultants of E-Stamp or any E-Stamp Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) value of the Codeassets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured); and (ii) each such plan which provides medical or death benefits , with respect to current or former employees of E-Stamp VerticalOne beyond their retirement or any E-Stamp Subsidiary other termination of service, other than (w) coverage mandated by applicable Law, (x) death benefits or retirement benefits under a Plan that is an "employee pension plan," as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits under a Plan that are accrued as liabilities on the books of VerticalOne, or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been administered incurred by VerticalOne that has not been satisfied in full, and no condition exists that presents a material risk to VerticalOne incurring a material liability thereunder, (vi) no Plan is a "multi employer pension plan," as such term is defined in Section 3(37) of ERISA, (vii) all material respects contributions or other amounts payable by VerticalOne as of the Effective Time with respect to each Plan and all other liabilities of VerticalOne with respect to each Plan, in compliance respect of current or prior plan years have been paid or accrued in accordance with Sections 601-608 of ERISA generally accepted accounting practices and 4980B(f) Section 412 of the Code. , (fviii) Except as set forth VerticalOne has not engaged in a transaction in connection with which VerticalOne could be subject to either a civil penalty assessed pursuant to Section 4.16 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the E-Stamp Disclosure LetterCode, (ix) to the consummation knowledge of VerticalOne, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the transactions contemplated by this Agreement will not after Plans or any trusts related thereto, and (x) all Plans (other than Plans providing for the payment of benefits from the general assets of VerticalOne) could be terminated as of the Effective Time entitle without material liability; (xi) no Plan, program, agreement or other arrangement, either individually or collectively, provides for any individual to severance pay or accelerate the time of payment or vesting (other than as a result of partial or full termination of a tax-qualified planby VerticalOne that would not be deductible under Code Sections 162(a)(1), 162(m) or increase the amount, of compensation due to any individual, and no payment made 404 or contemplated under any E-Stamp Benefit Plan constitutes an that would constitute a "excess parachute payment" within the meaning of Code Section 280G G; (xii) no "accumulated funding deficiency" as defined in Section 302(a)(2) of ERISA or Section 412 of the Code., whether or not waived, and no "unfunded current liability" as determined under Section 412(l) of the Code exists with respect to any Plan; and (xiii) no Plan has experienced a "reportable event" (as such term is defined in Section

Pension and Benefit Plans. (a) Section 4.16 of the E-Stamp Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, or required to be contributed to by E-Stamp or any E-Stamp Subsidiary, or for the benefit of any employee, former employee, consultant or independent contractor (collectively, the "E-Stamp Benefit PlansSTAMP BENEFIT PLANS"). ---------------------. (b) With respect to each E-Stamp Benefit Plan, E-Stamp has made available to E-Stamp true and complete copies of: (i) any written plan texts and agreements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable. (c) With respect to each E-Stamp Benefit Plan: (ii) each E-Stamp Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp, any E-Stamp Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-Stamp, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Financial Statements in accordance with GAAP (or thereafter on the financial records of E-Stamp) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp or each E-Stamp Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- E-Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp or any E-Stamp Subsidiary to continue to employ any employee, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp nor any E-Stamp Subsidiaries has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp nor any Affiliate has ever maintained, sponsored, participated in, or contributed to, any pension plan which is subject to Title IV or ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) the reserves therefor on the E-Stamp Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employees, directors or consultants of E-Stamp or any E-Stamp Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees of E-Stamp or any E-Stamp Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) Except as set forth in Section 4.16 of the E-Stamp Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not after the Effective Time entitle any individual to severance pay or accelerate the time of payment or vesting (other than as a result of partial or full termination of a tax-qualified plan), or increase the amount, of compensation due to any individual, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" within the meaning of Section 280G of the Code.

Pension and Benefit Plans. (a) Section 4.16 3.15(a) of the E-Stamp Seller Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, or required to be contributed to by E-Stamp the Seller or any E-Stamp Seller Subsidiary, or for to which the benefit of Seller or any employeeSubsidiary is currently making or is required to make contributions, former employee, consultant or independent contractor with respect to the Business (collectively, the "E-Stamp Benefit Plans"). ---------------------. (b) With respect to each E-Stamp Benefit Plan, E-Stamp the Seller has made available to E-Stamp Buyer true and complete copies of: (i) any written plan texts and agreementsagreements or summary of any unwritten arrangements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return returns in the federal Form 5500 series, if applicable; (iv) any collective bargaining agreements; (v) the most recent annual and periodic accounting of plan assets, if applicable; (vvi) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vivii) the most recent actuarial valuation, if applicable; and (viii) any material correspondence from any Governmental Entity. (c) With respect to each E-Stamp Benefit Plan: (ii) each E-Stamp Benefit Plan intended to qualify under Except as set forth in Section 401(a3.15(c) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determinationSeller Disclosure Letter, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; : (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the CodeCode and such plan has received a letter to such effect from the IRS stating that the Benefit Plan satisfies the provisions of TRA 86; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no material breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp, any E-Stamp Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damagedoccurred; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-Stampthe Seller, threatened; (v) all contributionsno "reportable event" (within the meaning of Section 4043(b) of ERISA) has occurred with respect to which the Seller, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Financial Statements in accordance with GAAP (any Seller Subsidiary or thereafter on the financial records of E-Stamp) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan may be liable or under applicable Law have been made on a timely basisotherwise damaged; (vi) E-Stamp no such Benefit Plan requires the Seller or any Seller Subsidiary to continue to employ any employee, director or consultant; and (vii) the Seller or each E-Stamp Seller Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp or any E-Stamp Subsidiary to continue to employ any employee, director or consultantliability. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp the Seller nor any E-Stamp Subsidiaries Seller Subsidiary has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp plan nor have they had any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp nor any Affiliate has ever maintained, sponsored, participated in, or contributed to, any pension plan which is subject obligation to Title IV or ERISA or Section 412 of the Codecontribute to such plans. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: : (i) the book reserves therefor on the E-Stamp Seller Subsidiary Consolidated Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employeesEmployees, directors or consultants of E-Stamp the Seller or any E-Stamp Seller Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees Employees of E-Stamp the Seller or any E-Stamp Seller Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) Except as set forth in Section 4.16 of the E-Stamp Disclosure Letter, the The consummation of the transactions contemplated by this Agreement will not after the Effective Time entitle any individual to severance pay from any Seller Subsidiary or accelerate the time of payment or vesting (other than as a result of partial or full termination of a tax-qualified plan)vesting, or increase the amount, of compensation due to any individualindividual from any Seller Subsidiary, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" within the meaning of Section 280G of the Code. (g) The Seller, Seller Subsidiaries and ERISA Affiliates have never sponsored, maintained or contributed to any employee benefit plans or arrangements outside of the United States. (h) Neither the Seller nor the Seller Subsidiaries have, or will have, any material liability with respect to any employee benefit plan, other than a Benefit Plan, it has ever maintained, or with respect to an employee benefit plan maintained by any entity that would be deemed a single employer with the Seller or any Seller Subsidiary under Section 414(b), (c), (m) or (s) of the Code (an "ERISA Affiliate") (including predecessors), including, without limitation, liabilities under Title IV of ERISA, Section 412 of the Code, and Section 302(a)(2)

Pension and Benefit Plans. (a) Section 4.16 3.16 of the E-Stamp Learn2 Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, to or required to be contributed to by E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary, or for the benefit of any employee, former employee, consultant or independent contractor (collectively, the "E-Stamp Benefit Plans"). ---------------------------------- (b) With respect to each E-Stamp Benefit Plan, E-Stamp Learn2 has made available to E-Stamp true and complete copies of: (i) any written plan texts and agreements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable. (c) With respect to each E-Stamp Benefit Plan: (iii) each E-Stamp Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-StampLearn2, any E-Stamp Learn2 Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-StampLearn2, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Learn2 Financial Statements in accordance with GAAP (or thereafter on the financial records of E-StampLearn2) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp Learn2 or each E-Stamp Learn2 Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary to continue to employ any employee, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp Learn2 nor any E-Stamp Learn2 Subsidiaries has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp Learn2 nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp Learn2 nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any pension plan which is subject to Title IV or of ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) the reserves therefor on the E-Stamp Learn2 Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employees, directors or consultants of E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees of E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) Except as set forth in Section 4.16 3.16 of the E-Stamp Learn2 Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not after the Effective Time entitle any individual to severance pay or accelerate the time of payment or vesting (other than as a result of a partial or full termination of a tax-qualified plan), or increase the amount, of compensation due to any individual, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" within the meaning of Section 280G of the Code.

Pension and Benefit Plans. (a) Section 4.16 3.16 of the E-Stamp Learn2 Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, to or required to be contributed to by E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary, or for the benefit of any employee, former employee, consultant or independent contractor (collectively, the "E-Stamp Benefit PlansBENEFIT PLANS"). ---------------------. (b) With respect to each E-Stamp Benefit Plan, E-Stamp Learn2 has made available to E-Stamp true and complete copies of: (i) any written plan texts and agreements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable. (c) With respect to each E-Stamp Benefit Plan: (iii) each E-Stamp Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-StampLearn2, any E-Stamp Learn2 Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-StampLearn2, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Learn2 Financial Statements in accordance with GAAP (or thereafter on the financial records of E-StampLearn2) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp Learn2 or each E-Stamp Learn2 Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit Plan requires E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary to continue to employ any employee, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp Learn2 nor any E-Stamp Learn2 Subsidiaries has a current or potential liability or obligation, whether direct or indirect, with respect to any multiemployer plan or multiple employer plan. Neither E-Stamp Learn2 nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp Learn2 nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any pension plan which is subject to Title IV or of ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) the reserves therefor on the E-Stamp Learn2 Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employees, directors or consultants of E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees of E-Stamp Learn2 or any E-Stamp Learn2 Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) Except as set forth in Section 4.16 3.16 of the E-Stamp Learn2 Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not after the Effective Time entitle any individual to severance pay or accelerate the time of payment or vesting (other than as a result of a partial or full termination of a tax-qualified plan), or increase the amount, of compensation due to any individual, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" within the meaning of Section 280G of the Code.

Pension and Benefit Plans. (a) Section 4.16 of the E-Stamp Disclosure Letter sets forth 4.17.1 Schedule 4.17 contains a correct list and complete list brief description of all the material "employee pension benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits " (including, but not limited to, plans described as defined in Section 3(33(2) of ERISA) currently (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, ever maintained, sponsored by, or contributed to, or required to be contributed to by E-Stamp or any E-Stamp Subsidiary, or the Company for the benefit of any employeeEmployees, former employee, consultant or independent contractor (collectively, except for the "E-Stamp Benefit Plans")Excluded Assets and Liabilities. --------------------- (b) With respect to each E-Stamp Benefit Plan, E-Stamp Seller has made available to E-Stamp true Purchaser true, complete and complete correct copies of: of (i) each Benefit Plan (or, in the case of any written plan texts and agreements; unwritten Benefit Plans, descriptions thereof), (ii) the summary plan description currently in effect and all material modifications theretomost recent three annual reports on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required), if any; (iii) the three most recent annual return in the federal Form 5500 seriesIRS determination letter, if applicable; any, and any rulings or determinations requested subsequent to the date of that letter, (iv) the most recent annual and periodic accounting of plan assetsactuarial report for each Benefit Plan for which an actuarial report is required, if applicable; (v) the most recent determination opinionsummary plan description for each Benefit Plan for which such summary plan description is required and each summary of material modifications prepared after the last summary plan description, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable. (c) With respect each trust agreement and group annuity contract relating to each E-Stamp Benefit Plan: (ii) each E-Stamp any Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp, any E-Stamp Subsidiary or such E-Stamp Benefit Plan may be liable or otherwise damaged; (iv) no litigation or claim (other than routine claims for benefits or overpayments of benefits), and no governmental administrative proceeding, audit or investigation, is pending or, to the knowledge of E-Stamp, threatened; (v) all contributions, premiums, and other payment obligations and all liabilities for accrued but unfunded obligations for benefits (using actuarial assumptions which are reasonable, both individually and in the aggregate) have been accrued on the E-Stamp Financial Statements in accordance with GAAP (or thereafter on the financial records of E-Stamp) and all contributions required to be made to such E-Stamp Benefit Plan by the terms of such E-Stamp Benefit Plan or under applicable Law have been made on a timely basis; (vi) E-Stamp or each E-Stamp Subsidiary, as the case may be, has expressly reserved in itself the right to amend, modify or terminate such E- Stamp Benefit Plan, or any portion of it, without material liability to itself; and (vii) no such E-Stamp Benefit all material correspondence for the last three years with the IRS or Department of Labor relating to plan qualification, filing of required forms, or pending, contemplated or announced plan audits. No Pension Plan requires E-Stamp maintained or any E-Stamp Subsidiary contributed to continue to employ any employeeby the Company is, director or consultant. (d) No E-Stamp Benefit Plan is a "multiemployer plan" (within has been during the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 4064 of ERISA or Section 413(c) of the Code). Neither E-Stamp nor any E-Stamp Subsidiaries has a current or potential liability or obligationlast five years, whether direct or indirect, with respect subject to any multiemployer plan or multiple employer plan. Neither E-Stamp nor any Affiliate has any material liabilities for an employee benefit plan other than a Benefit Plan. Neither E-Stamp nor any Affiliate has ever maintained, sponsored, participated in, or contributed to, any pension plan which is subject to enforcement action under Title IV or of ERISA or Section 412 of the Code. (e) In the case of each E-Stamp Benefit Plan which provides welfare benefits of the type described in Section 3(1) of ERISA: (i) the reserves therefor on the E-Stamp Financial Statements are adequate to discharge when due the accrued, unfunded liabilities for medical or death benefits with respect to current or former employees, directors or consultants of E-Stamp or any E-Stamp Subsidiary beyond their termination of employment (in addition to coverage mandated by Sections 601-608 of ERISA and 4980B(f) of the Code); and (ii) each such plan which provides medical or death benefits with respect to current or former employees of E-Stamp or any E-Stamp Subsidiary has been administered in all material respects in compliance with Sections 601-608 of ERISA and 4980B(f) of the Code. (f) 4.17.2 Except as set forth in Schedule 4.17, all Pension Plans have been the subject of determination letters from the IRS to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 4.16 401(a) and 501(a), respectively, of the E-Stamp Disclosure LetterCode and no such determination letter has been revoked nor, to the best knowledge of Seller, has revocation been threatened, nor has any such Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. 4.17.3 Except as set forth in Schedule 4.17, each Benefit Plan that has been or is sponsored, participated in or contributed to by the Company: (i) is in compliance in all material respects with all reporting and disclosure requirements of ERISA, including, but not limited to, Part 1 of Subtitle B of Title I of ERISA, (ii) has had the appropriate Form 5500 filed timely for each year of its existence, if required, (iii) has at all times complied with the bonding requirements of Section 412 of ERISA, if required, and (iv) to the knowledge of Seller, has no controversy pending with any Governmental Entity (other than the payment of benefits in the normal course and controversies disclosed on Schedule 4.17, nor any controversy resolved adversely to the Company, which may subject the Company to the payment of any penalty, interest, tax or other 11 obligation. 4.17.4 All voluntary employee benefit associations under United States law of the Company have been submitted to and approved as exempt from Federal income tax under Section 501 (c)(9) of the Code by the IRS. 4.17.5 Except as set forth in Schedule 4.17, the execution of this Agreement or the consummation of the transactions contemplated by this Agreement will not after give rise to any, or trigger any, change of control, severance or other similar provision in any Benefit Plan. 4.17.6 Except as set forth in Schedule 4.17, the Effective Time entitle Company does not provide employee post-retirement medical or health coverage or contribute to or maintain any individual employee welfare benefit plan which provides for health benefit coverage following termination of employment except as is required by Section 4980B(f) of the Code or other applicable statute, nor has it made any representations, agreements, covenants or commitments to severance pay provide that coverage. 4.17.7 Except as set forth in Schedule 4.17, to the best knowledge of Seller, none of the Company, any officer of the Company or accelerate any of the time Benefit Plans which are subject to ERISA, including the Pension Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Sections 406, 407 or 408 of payment ERISA or vesting Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject the Company or any officer of the Company to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Section 502(l)(1) of ERISA. 4.17.8 With respect to any Benefit Plan that is an employee welfare benefit plan, (i) no such Benefit Plan includes a welfare benefits fund, as such term is defined in Section 419(e) of the Code and (ii) each such Benefit Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code, complies in all material respects with the applicable requirements of Section 4980B(f) of the Code. 4.17.9 In accordance with applicable law and the terms of the plan, each Benefit Plan can be amended or terminated at any time, without consent from any other party and without liability other than for benefits accrued as a result of partial the date of such amendment or full termination of a tax-qualified plan), or increase the amount, of compensation due to any individual, and no payment made or contemplated under any E-Stamp Benefit Plan constitutes an "excess parachute payment" termination. 4.17.10 No reportable event within the meaning of ERISA Section 280G 4043 has occurred or, as of the CodeClosing Date, may be reasonably expected to occur with respect to any Benefit Plan. With respect to the Benefit Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Seller, there exists no condition or set of circumstances in connection with which Seller could be subject to any liability that is reasonably likely to have a Material Adverse Effect.