Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 4.18(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of ERISA) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months), termination, severance or other similar contracts or agreements, to which Discovery or any of its Subsidiaries is a party, with respect to which Discovery or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for the benefit of any current employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”), (ii) each employee benefit plan for which Discovery or any of its Subsidiaries 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 Discovery or any of its Subsidiaries could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery or any of its Affiliates and any employee of Discovery or any of its Subsidiaries relating to the sale of the FoundryCo Assets (collectively, the “Plans”). Each Plan is in writing and Discovery has made available to Oyster a complete and accurate copy of each Plan and a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicable, a copy of (I) each trust or other funding arrangement, (II) each summary plan description and summary of material modifications, (III) the most recently filed IRS Form 5500, (IV) the most recently received IRS determination letter for each such Plan, and (V) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries is a party, with respect to which Discovery or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for the benefit of any Transferred Employee. Neither Discovery nor any of its Subsidiaries 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 with respect to any FoundryCo Employee, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employee, or (3) to modify, change or terminate any Plan with respect to any FoundryCo Employee, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, the Code or other similar Law.

Plans and Material Documents. Section 4.18(a3.18(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance severance, retention, or other similar contracts or agreements, to which Discovery the Seller or any of its Subsidiaries Affiliates is a party, with respect to which Discovery the Seller or any of its Subsidiaries Affiliates has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Affiliates for the benefit of any current or former employee, consultant, officer or director of Discovery the Seller who performs and is expected to perform or performed services related to primarily with the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan plans for which Discovery or any of its Subsidiaries the Seller could incur liability Liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, and (iii) any plan employee benefit plans in respect of which Discovery or any of its Subsidiaries the Seller could incur liability Liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery or any of its Affiliates and any employee of Discovery or any of its Subsidiaries relating to the sale of the FoundryCo Assets ERISA (collectively, the “Plans”). Each Plan is in writing and Discovery Seller has furnished or made available to Oyster the Purchaser a complete and accurate copy of each Plan and (or a complete and accurate copy of each material document prepared written description if the Plan is not in connection with each such Planwriting), including, to the extent applicable, including a copy of (Iv) each trust or other funding arrangement, (IIw) each summary plan description and summary of material modifications, (IIIx) the most recently filed IRS Form 55005500 including all schedules thereto, (IVy) the most recently received IRS determination letter for each such Plan, and (Vz) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries is a party, with respect to which Discovery or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for Neither the benefit of any Transferred Employee. Neither Discovery Seller nor any of its Subsidiaries Affiliates 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 with respect to any FoundryCo Employeearrangement, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual, or (3) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, the Code or other similar applicable Law.

Plans and Material Documents. Section 4.18(a3.24(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, whether legally enforceable or not, to which Discovery the Seller or any of its Subsidiaries Subsidiary is a party, with respect to which Discovery the Seller or any of its Subsidiaries Subsidiary has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Subsidiary for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries Seller or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)any Subsidiary, (ii) each employee benefit plan for which Discovery the Seller or any of its Subsidiaries 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 Discovery the Seller or any of its Subsidiaries Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery the Seller or of any of its Subsidiaries Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the FoundryCo Assets Seller (collectively, the “"Plans”"). Each Plan is in writing and Discovery the Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each Plan and a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicablewithout limitation, a copy of (Ii) each trust or other funding arrangement, (IIii) each summary plan description and summary of material modifications, (IIIiii) the most recently filed IRS Form 5500, if applicable, (IViv) if such Plan is intended to be qualified under Section 401(a) of the Code, the most recently received IRS determination letter for each such Plan, and (Vv) the most recently prepared actuarial report and financial statement in connection with each such PlanPlan if applicable. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery the Seller or any of its Subsidiaries Subsidiary is a party, with respect to which Discovery the Seller or any of its Subsidiaries Subsidiary has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Subsidiary for the benefit of any Transferred Employeecurrent or former employee, officer or director of the Seller or any Subsidiary. Neither Discovery the Seller nor any of its Subsidiaries Subsidiary has any express or implied commitment, whether legally enforceable or not, to (1i) to create, incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeearrangement, (2ii) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual, or (3iii) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, ERISA or the Code or other similar LawCode.

Plans and Material Documents. Section 4.18(a3.21(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, whether legally enforceable or not, to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller, in each case, for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan for which Discovery or any of its Subsidiaries the Seller 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 Discovery or any of its Subsidiaries the Seller could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery the Business, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Purchased Assets (collectively, the “Plans”); provided, that there shall be no obligation to list in Section 3.21(a) of the Disclosure Schedule any Plan that is not material. Each Plan is in writing and Discovery The Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each Plan that is in writing and a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicable, including a copy of (Ii) each trust or other funding arrangement, (IIii) each summary plan description and summary of material modifications, (IIIiii) the most recently filed IRS Form 5500, (IViv) the most recently received IRS determination letter for each such Plan, and (Vv) the most recently prepared actuarial report and financial statement in connection with each such Plan. There Except as set forth in Section 3.21(a) of the Disclosure Schedule or as permitted to be excluded from the definition of Plan, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller, in each case, for the benefit of any Transferred Employeecurrent or former employee, officer or director of the Business. Neither Discovery nor any of its Subsidiaries The Seller has any no express or implied commitment, whether legally enforceable or not, to (1i) to create, create or incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeearrangement, (2ii) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual, or (3iii) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISAERISA or the Code, in each of the Code foregoing cases, for the benefit of any current or other similar Lawformer employee, officer or director of the Business.

Plans and Material Documents. Section 4.18(a3.19(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all current material bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, agreements to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller for the benefit of any current or former employee, consultant, officer or director of Discovery the Seller who performs and is expected to perform or performed services related to with the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan for which Discovery or any of its Subsidiaries could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any material plan in respect of which Discovery or any of its Subsidiaries the Seller could incur liability under Section 4212(c) of ERISA, and (iviii) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery the Seller, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Purchased Assets (collectively, the “Plans”). Each Plan is in writing and Discovery and, with respect to each Plan in which persons employed in the Business currently participate, the Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each Plan and and, with respect to the Seller’s Hourly Pension Plan, a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicable, including a copy of (I) each trust or other funding arrangement, (II) each summary plan description and summary of material modifications, (III) the most recently filed IRS Form 5500, (IV) the most recently received IRS determination letter for each such Plan, and (V) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries is a party, with With respect to which Discovery or any of its Subsidiaries employees covered by a collective bargaining agreement, the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for the benefit of any Transferred Employee. Neither Discovery nor any of its Subsidiaries has any no express or implied commitment, whether legally enforceable or not, (1) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeethat would be a Plan if it were established, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual who performed or performs services with the Business, or (3) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, ERISA or the Code or other similar LawCode.

Plans and Material Documents. Section 4.18(aSchedule 4.12(a) of the Disclosure Schedule lists lists, as of the date hereof and as of the Closing Date, (i) all current employee benefit plans (as defined in under Section 3(3) of ERISA) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, to which Discovery or any of its Subsidiaries the Company is a party, with respect to which Discovery or any of its Subsidiaries the Company has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Company for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Company, (ii) each employee benefit plan for which Discovery or any of its Subsidiaries the Company 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 Discovery or any of its Subsidiaries the Company could incur liability under Section 4212(c) of ERISA, ERISA and (iv) any contracts, arrangements or understandings between Discovery or the Company and any of its Affiliates and officers, including, without limitation, any employee of Discovery contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Assets Company (collectivelyitems (i) through (iv) being referred to herein collectively as the "Plans"). Except as disclosed on Schedule 4.12(a), any employee deferred compensation, stock option, "phantom stock" or other similar types of plans previously in effect have been terminated as of the “Plans”)Closing Date. Each Plan is in writing and Discovery has made available to Oyster a complete and accurate copy of each Plan set forth on Schedule 4.12(a) has been made available to the Purchasers and a complete and accurate copy of each material document prepared in connection with each such Plan, Plan including, to the extent applicablewithout limitation, (i) a copy of (I) each trust or other funding arrangement, (IIii) each summary plan description and summary of material modifications, (IIIiii) the most recently filed IRS Form 5500, (IViv) the most recently received IRS determination letter for each such Plan, and (Vv) the most recently prepared actuarial report and financial statement in connection with each such Plan, if applicable. There Except as disclosed on Schedule 4.12(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries the Company is a party, with respect to which Discovery or any of its Subsidiaries the Company has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Company for the benefit of any Transferred Employeecurrent or former employee, officer or director of the Company. Neither Discovery nor any of its Subsidiaries has The Company does not have any express or implied commitment, whether legally enforceable or not, (1i) to create, incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeearrangement, (2ii) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employee, individual or (3iii) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, ERISA or the Code or other similar LawCode.

Plans and Material Documents. Section 4.18(a3.21(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, whether legally enforceable or not, to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller, in each case, for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan for which Discovery or any of its Subsidiaries the Seller 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 Discovery or any of its Subsidiaries the Seller could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery the Business, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Purchased Assets (collectively, the “"Plans”"); provided, that there shall be no obligation to list in Section 3.21(a) of the Disclosure Schedule any Plan that is not material. Each Plan is in writing and Discovery The Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each Plan that is in writing and a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicable, including a copy of (Ii) each trust or other funding arrangement, (IIii) each summary plan description and summary of material modifications, (IIIiii) the most recently filed IRS Form 5500, (IViv) the most recently received IRS determination letter for each such Plan, and (Vv) the most recently prepared actuarial report and financial statement in connection with each such Plan. There Except as set forth in Section 3.21(a) of the Disclosure Schedule or as permitted to be excluded from the definition of Plan, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller, in each case, for the benefit of any Transferred Employeecurrent or former employee, officer or director of the Business. Neither Discovery nor any of its Subsidiaries The Seller has any no express or implied commitment, whether legally enforceable or not, to (1i) to create, create or incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeearrangement, (2ii) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual, or (3iii) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISAERISA or the Code, in each of the Code foregoing cases, for the benefit of any current or other similar Lawformer employee, officer or director of the Business.

Plans and Material Documents. Section 4.18(a3.19(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all current material bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, agreements to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller for the benefit of any current or former employee, consultant, officer or director of Discovery the Seller who performs and is expected to perform or performed services related to with the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan for which Discovery or any of its Subsidiaries could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any material plan in respect of which Discovery or any of its Subsidiaries the Seller could incur liability under Section 4212(c) of ERISA, and (iviii) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery the Seller, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Purchased Assets (collectively, the “"Plans”"). Each Plan is in writing and Discovery and, with respect to each Plan in which persons employed in the Business currently participate, the Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each Plan and and, with respect to the Seller's Hourly Pension Plan, a complete and accurate copy of each material document prepared in connection with each such Plan, including, to the extent applicable, including a copy of (I) each trust or other funding arrangement, (II) each summary plan description and summary of material modifications, (III) the most recently filed IRS Form 5500, (IV) the most recently received IRS determination letter for each such Plan, and (V) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries is a party, with With respect to which Discovery or any of its Subsidiaries employees covered by a collective bargaining agreement, the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for the benefit of any Transferred Employee. Neither Discovery nor any of its Subsidiaries has any no express or implied commitment, whether legally enforceable or not, (1) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement with respect to any FoundryCo Employeethat would be a Plan if it were established, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employeeindividual who performed or performs services with the Business, or (3) to modify, change or terminate any Plan with respect to any FoundryCo EmployeePlan, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, ERISA or the Code or other similar LawCode.

Plans and Material Documents. Section 4.18(a3.22(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, whether legally enforceable or not, to which Discovery the Seller or any of its Subsidiaries Affiliates is a party, with respect to which Discovery the Seller or any of its Subsidiaries Affiliates has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Affiliates, in each case, for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets Purchased Business (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Covered Employee”), and (ii) each employee benefit plan for which Discovery or any of its Subsidiaries 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 Discovery or any of its Subsidiaries could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery Covered Employee, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Assets Purchased Business (collectively, the “Plans”). Each Plan is in writing and Discovery The Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each The Midland Grocery Company 401(k) Plan (the “Assumed 401(k) Plan”) and a complete and accurate copy of each material document prepared in connection with each such the Assumed 401(k) Plan, including, to the extent applicable, including a copy of (I) each trust or other funding arrangement, (II) each summary plan description and summary of material modifications, (III) the most recently filed IRS Form 5500, (IV) the most recently received IRS determination letter for each such Plan, and (V) the most recently prepared actuarial report and financial statement in connection with such Plan. The Seller has furnished the Purchaser with a complete and accurate copy of each such summary plan description or other material document describing the benefits available under the Assumed 401(k) Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery the Seller or any of its Subsidiaries Affiliates is a party, with respect to which Discovery the Seller or any of its Subsidiaries Affiliates has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Affiliates for the benefit of any Transferred Covered Employee. Neither Discovery nor any of its Subsidiaries 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 with respect to any FoundryCo Employee, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employee, or (3) to modify, change or terminate any Plan with respect to any FoundryCo Employee, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, the Code or other similar Law.

Plans and Material Documents. Section 4.18(a3.22(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, whether legally enforceable or not, to which Discovery the Seller or any of its Subsidiaries Affiliates is a party, with respect to which Discovery the Seller or any of its Subsidiaries Affiliates has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Affiliates, in each case, for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets Purchased Business (other than through the Transition Services Agreementa "Covered Employee"), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”), (ii) each employee benefit plan for which Discovery or any of its Subsidiaries 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 Discovery or any of its Subsidiaries could incur liability under Section 4212(c) of ERISA, and (ivii) any contracts, arrangements or understandings between Discovery the Seller or any of its Affiliates and any employee of Discovery Covered Employee, including any contracts, arrangements or any of its Subsidiaries understandings relating to the sale of the FoundryCo Assets Purchased Business (collectively, the “"Plans”"). Each Plan is in writing and Discovery The Seller has made available furnished to Oyster the Purchaser a complete and accurate copy of each The Midland Grocery Company 401(k) Plan (the "Assumed 401(k) Plan") and a complete and accurate copy of each material document prepared in connection with each such the Assumed 401(k) Plan, including, to the extent applicable, including a copy of (I) each trust or other funding arrangement, (II) each summary plan description and summary of material modifications, (III) the most recently filed IRS Form 5500, (IV) the most recently received IRS determination letter for each such Plan, and (V) the most recently prepared actuarial report and financial statement in connection with such Plan. The Seller has furnished the Purchaser with a complete and accurate copy of each such summary plan description or other material document describing the benefits available under the Assumed 401(k) Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery the Seller or any of its Subsidiaries Affiliates is a party, with respect to which Discovery the Seller or any of its Subsidiaries Affiliates has any obligation or which are maintained, contributed to or sponsored by Discovery the Seller or any of its Subsidiaries Affiliates for the benefit of any Transferred Covered Employee. Neither Discovery nor any of its Subsidiaries 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 with respect to any FoundryCo Employee, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employee, or (3) to modify, change or terminate any Plan with respect to any FoundryCo Employee, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, the Code or other similar Law.

Plans and Material Documents. Section 4.18(a3.17(a) of the Disclosure Schedule lists (i) all current employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA) and all current bonus, stock option, stock purchase, restricted stock, incentive, retention, change of control, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment or consulting agreements or contracts (other than those (x) covering those individuals providing services outside the United States and (y) providing for notice periods of less than six (6) months)employment, termination, severance or other similar contracts or agreements, to which Discovery or any of its Subsidiaries the Seller is a party, with respect to which Discovery or any of its Subsidiaries the Seller has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries the Seller for the benefit of any current or former employee, consultant, officer or director of Discovery who performs and is expected to perform services related to the operation of the FoundryCo Assets (other than through the Transition Services Agreement), the Transferred FoundryCo Subsidiaries or the Transferred FoundryCo JV Entities (each, a “FoundryCo Employee”)Business, (ii) each employee benefit plan for which Discovery the Seller or any of its Subsidiaries ERISA Affiliates 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 Discovery the Seller or any of its Subsidiaries ERISA Affiliates could incur liability under Section 4212(c) of ERISA, ERISA and (iv) any contractsContracts between the Seller, arrangements or understandings between Discovery or any of its Affiliates Affiliates, and any employee of Discovery or any of its Subsidiaries relating to the sale of the FoundryCo Assets Transferred Employee (collectively, the “Plans”), separately identifying with an asterisk each Plan or any portion thereof for which assets or Liabilities will transfer to the Purchaser or its Affiliates pursuant to Article VI or by operation of Law (collectively, the “Assumed Plans”). Each Neither the Seller nor any of its current or former ERISA Affiliates has maintained, established, sponsored, participated in or contributed to any Multiemployer Plan is in writing and Discovery related to the Business. The Seller has made available to Oyster the Purchaser a true and complete and accurate copy (or, where no document exists, a summary) of each Plan and a complete and accurate copy of in which Business Employees participate, including all amendments thereto. With respect to each material document prepared in connection with each such Assumed Plan, including, the Seller has made available to the extent applicable, a copy of Purchaser (IA) each any related trust agreement or other funding arrangementinstrument, (II) each summary plan description and summary of material modifications, (IIIB) the most recently filed recent IRS Form 5500(or other Governmental Authority) favorable determination letter, (IVC) any summary plan description, (D) the most recently received IRS determination letter for each such Plan, current actuarial report and (VE) the most recently prepared actuarial report and financial statement in connection with each such Plan. There are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which Discovery or any of its Subsidiaries is a party, with respect to which Discovery or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by Discovery or any of its Subsidiaries for the benefit of any Transferred Employee. Neither Discovery nor any of its Subsidiaries has any express or implied commitment, recent Form 5500 (1) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement with respect to any FoundryCo Employee, (2) to enter into any contract or agreement to provide compensation or benefits to any FoundryCo Employee, or (3) to modify, change or terminate any Plan with respect to any FoundryCo Employee, other than in the ordinary course of business or with respect to a modification, change or termination required by ERISA, the Code or other similar Lawannual report) and attached schedules. Each of the Plans is subject only to the Laws of the United States or a political subdivision thereof.