Common use of Plans; ERISA Clause in Contracts

Plans; ERISA. (a) Section 2.13 of the Sellers Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributes. (b) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as to its qualified status or is within the remedial amendment period (as defined in Section 401(b) of the Internal Revenue Code taking into account any pronouncements of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Except as disclosed on Schedule 2.18, (i) neither the Company nor either Company Subsidiary currently maintains or sponsors, or makes or is required to make contributions to, any Plans, (ii) none of such Company Plans is a "multi-employer plan," as defined in Section 2.13 3(37) of ERISA, (iii) none of such Company Plans is a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of such Company Plans provides post-retirement medical or health benefits (other than COBRA continuation coverage as required by federal law or similar state insurance law), (v) none of such Company Plans is a "welfare benefit fund," as defined in Section 419(e) of the Sellers Disclosure Schedule identifies Internal Revenue Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Internal Revenue Code, (vi) neither the Company nor either Company Subsidiary is a party to any collective bargaining agreement, and (vii) neither the Company nor either Company Subsidiary has announced or otherwise made any commitment to create or amend any Plan, other than amendments to any qualified retirement plan as needed to retain such plan's qualified status. Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (A) as to which Parent will be required to make any contributions or with respect to which Parent shall have any obligation or liability whatsoever, whether on behalf of any of the current employees of the Company or either Company Subsidiary or on behalf of any other person, after the Closing, except contributions or liabilities disclosed on the Companies' Financials with respect to such Plans that Parent continues after the Closing, or (B) which Parent or any Subsidiary will not be able to terminate immediately after the Closing in accordance with their terms and ERISA. With respect to each of such Plans, at the Closing there will be no unrecorded liabilities of the Company or either Company Subsidiary with respect to the establishment, implementation, operation, administration or termination of any such Plan, or the termination of the participation in any such Plan by the Company, either Company Subsidiary or any of their respective ERISA Affiliates. With respect to each Plan sponsored or currently maintained by the Company or either Company Subsidiary, the Company has delivered to Parent true and complete copies of: (I) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in full force and effect and there are no defaults thereunder, (II) the currently effective Summary Plan Description pertaining to each of such Plans, (III) all annual reports for each of such Plans (including all related schedules) filed with respect to the last three plan years for which a filing is due, (IV) the most recently filed PBGC Form 1 (if applicable), (V) the most recent IRS determination letter, opinion, notification or advisory letter (as the case may be) for each such Plan which is intended to constitute a qualified plan under Section 401 of the Internal Revenue Code, and (VI) for each funded Plan, financial statements consisting of (a) the consolidated statement of assets and liabilities of such Plan as of its most recent valuation date, and (b) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under such Plan for the most recently-ended plan year, which such financial statements shall fairly present the financial condition and the results of operations of such Plan in accordance with GAAP, consistently applied, as of such dates. (b) The present value of all accrued benefits under any Company Plan or ERISA Affiliate Plan subject to Title IV of ERISA shall not, as of the Effective Time, exceed the value of the assets of such Plans allocated to such accrued benefits, determined on an ongoing basis and based upon the applicable provisions of the Internal Revenue Code and ERISA, and each such Plan shall be capable of being terminated as of the Effective Time in a "standard termination" under Section 4041(b) of ERISA. With respect to each Company Plan or ERISA Affiliate Plan that is subject to Title IV of ERISA, (i) no amount is due or owing from any Company or any of its ERISA Affiliates to the PBGC or to which Company or any of its ERISA Affiliates contributes. (b) Except "multi-employer Plan" as set forth defined in Section 2.13 3(37) of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 ERISA on account of the Sellers Disclosure Schedule: any withdrawal therefrom and (iii) each no such Plan has been administered terminated within the last six years other than in material compliance accordance with its terms and is in material compliance with ERISA or at a time when the applicable provisions Plan was not sufficiently funded. The transactions contemplated hereunder, including without limitation the termination of any Company Plan or ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries Affiliate Plan at or proceedings pending or, prior to the knowledge of SellersClosing, threatened by the IRS, the U.S. Department of Labor, the PBGC, shall not result in any such withdrawal or any participant or beneficiary other liability with respect to the Company or either Company Subsidiary under any applicable Laws. (c) Neither the Company nor either Company Subsidiary is subject to any material liability, tax or penalty whatsoever to any person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither the Company nor either Company Subsidiary has any knowledge of any circumstances which reasonably might result in any such material liability, tax or penalty, including but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan maintained by the Company or either Company Subsidiary which is required to comply with the provisions of Section 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Company Plan to tax under Section 511 of the Internal Revenue Code. None of the Company Plans or ERISA Affiliate Plans subject to Title IV of ERISA has been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans within the prior six years nor has any notice of intent to terminate been filed or given with respect to any such Plan within the prior six years. Within the last six years, there has been no (i) withdrawal by the Company, either Company Subsidiary or any of their respective ERISA Affiliates that is a substantial employer from a single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, either Company Subsidiary or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. None of the Company, either Company Subsidiary, any of their respective ERISA Affiliates or any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA. (d) None of the current Company Plans or ERISA Affiliate Plans nor any trust created thereunder has incurred any "accumulated funding deficiency" as such term is defined in Section 412 of the Internal Revenue Code, whether or not waived, as of the most recently completed plan year of such Plan, and no condition has occurred or exists which by the passage of time could be expected to result in an accumulated funding deficiency as of the last day of the current plan year of any such Plan. Furthermore, none of the Company, either Company Subsidiary or any of their respective ERISA Affiliates has any unfunded liability under ERISA in respect of any of the Company Plans or ERISA Affiliate Plans; (iii) each Pension Plan . Each of the Company Plans which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination letter, opinion, notification or advisory letter from the IRS or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination and make any amendments necessary to obtain a favorable determination as to its qualified status the qualification of each such Plan. All of the Company Plans have been administered and maintained in substantial compliance with their terms, ERISA, the Internal Revenue Code and all other applicable Laws. All contributions required to be made to each of the Company Plans under the terms of that Plan, ERISA, the Internal Revenue Code or is within any other applicable Laws have been timely made. Each Company Plan intended to meet the remedial amendment period (as defined in Section 401(b) requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Internal Revenue Code taking into account any pronouncements is in material compliance with such requirements. There are no Liens against the property of the IRS relating to such period) for making any required changes; (iv) each Plan mayCompany, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of either Company (other than dependents of current employees) Subsidiary or any of its their respective ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1412(n) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 302(f) or 4068 of ERISA. The Interim Financial Statements properly reflect all amounts required to be accrued as liabilities to date under each of the Company Plans. (ce) Neither Company the execution of this Agreement nor the consummation of any of the transactions contemplated hereby (whether alone or upon the occurrence of any additional or further acts or events) will (i) result in any obligation or liability (with respect to accrued benefits or otherwise) on the part of Parent or its Affiliates to the PBGC, to any Plan, or to any present or former employee, director, officer, stockholder, contractor or consultant of Parent, the Surviving Corporation, or any their respective Subsidiaries or any of their dependents, except liability or obligations arising in the normal course a sponsor of a Company Plan or liability accrued on the Interim Financial Statements, (ii) be a trigger event under any Company Plan that will result in any payment (whether of severance pay or otherwise) becoming due to any such present or former employee, officer, director, stockholder, contractor, or consultant, or any of their dependents (except with respect to termination of any qualified retirement plan or payment of benefits in the normal course thereunder, such as upon termination of employment), or (iii) accelerate the time of payment or vesting (except with respect to termination of any qualified retirement plan), or increase the amount, of any compensation theretofore or thereafter due or granted to any employee, officer, director, shareholder, contractor, or consultant of the Company or either Company Subsidiary or any of their dependents. With respect to any insurance policy which provides, or has provided, funding for benefits under any Company Plan, (A) there is and will be no liability of Parent or its Affiliates in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or actual or contingent liability as of the Effective Time, nor would there be any such liability if such insurance policy were terminated as of the Effective Time, except for liability to pay premiums as accrued on the Interim Financial Statements and (B) to the knowledge of the Company, no insurance company issuing any such policy is in receivership, conservatorship, bankruptcy, liquidation, or similar proceeding, and no such proceedings with respect to any insurer are imminent. (f) With respect to each Company Plan or ERISA Affiliate Plan which provides health care coverage, the Company, each Company Subsidiary and each ERISA Affiliate has complied in all material respects with (i) the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the applicable COBRA regulations and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, and none of the Company, either Company Subsidiary or any of their respective ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to incurred any liability under Section 412 4980B of the Internal Revenue Code. (dg) Neither Other than routine claims for benefits under the Company nor Plans, there are no pending, or, to the knowledge of the Company, threatened, Actions or Proceedings involving such Plans, or the fiduciaries, administrators, or trustees of any of its ERISA Affiliates has ever maintained such Plans or been obligated to contribute to the Company or either Company Subsidiary as the employer or sponsor under any multiemployer plansuch Plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor with any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure ScheduleIRS, the consummation Department of Labor, the transactions contemplated by this Agreement will notPBGC, alone any participant in or together with beneficiary of any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation such Plan or any other payment, or (ii) accelerate the time person whomsoever. The Company knows of payment or vesting, or increase the amount of compensation due to any reasonable basis for any such Personclaim, lawsuit, dispute, action or controversy. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Section 2.13 All of the Sellers Plans of the Company and its Subsidiaries are listed on Section 2.14(a) of the Company Disclosure Schedule identifies each Plan sponsored or maintained by Company or any Copies of its ERISA Affiliates or all such Plans have been provided to which Company or any of its ERISA Affiliates contributes. (b) Except as set forth in Section 2.13 of Parent. To the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 of extent applicable, the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance Plans comply with the applicable provisions requirements of ERISA (including, without limitation, the prohibited transaction provisions thereof), and the Internal Revenue Code Code, and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as and each trust intended to its qualified status or is within the remedial amendment period (as defined in qualify under Section 401(b501(a) of the Internal Revenue Code taking into account (i) has either obtained a favorable determination letter as to its qualified status from the IRS or still has a remaining period of time under applicable treasury regulations or IRS pronouncements in which to apply for such determination letter and to make any pronouncements amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation (except to the extent such amendments may be made without penalty within applicable amendatory periods). The Company has furnished or made available to Parent copies of the most recent IRS relating to such period) determination letters and Forms 5500 for making any required changes; (iv) each the three most current Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits years with respect to any Person who such Plan. No Plan is not covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company, any of its Subsidiaries nor any of their Affiliates has been a current employee contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company, any of its Subsidiaries nor any officer or director of the Company (other than dependents of current employees) or any of its Subsidiaries has incurred any Liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Each Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA Affiliates and neither the Internal Revenue Code, which are applicable to such Plans. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the best knowledge of the Company, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. Section 2.14(a) of the Company Disclosure Schedule includes a listing of the accrued vacation Liability of the Company as of September 30, 2001. All material reports, returns, forms and notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Neither the Company nor any of its ERISA Affiliates Subsidiaries is contractually under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) except as set forth in Section 2.14(b) of the Company Disclosure Schedule, result in any payment (including without limitation severance, unemployment compensation, bonus or otherwise) becoming due to any director, officer or employee of the Company under any Plan or otherwise, (ii) result in a payment or benefit becoming due to any director, officer or employee of the Company under any Plan or otherwise obligated which will be characterized as a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (but without regard to provide clause (b)(2)(A)(ii) thereof), (iii) materially increase any Person who is not a current employee benefits otherwise payable under any Plan, or (iv) except for Options, result in the acceleration of the time of payment or vesting of any such benefits. (c) To the extent applicable, the Company (other than dependents and its Subsidiaries have complied with the continuation health care coverage requirements of current employees) with medical benefits, other than continuation coverage as required under section Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I Sections 601 through 608 of ERISA (with respect to “COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactionsqualifying events,” (as described defined in Section 4975 of the Internal Revenue Code and ERISA, which occur on or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of before the “continuation coverage requirements” of COBRA Closing with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation current or former employees of the obligations imposed by Company or its Subsidiaries and their respective “qualified beneficiaries,” as defined in the Internal Revenue Code and ERISA, and with the requirements of the Health Insurance Portability and Accountability Act and other applicable health insurance requirements in Section 9801 4980D of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 701 through 734 of ERISA. (cd) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject With respect to the minimum funding requirements pension scheme of Part 3 PBSL, BV insured by Zwitserleven N.V. and the individual pension commitments of Subtitle B of Title I of ERISA or subject to Section 412 of the Internal Revenue Code. PBSL, BV insured by Interpolis (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedulecollectively, the consummation of the transactions contemplated by this Agreement will not“PBSL, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employeesBV Pension Plan”), (i) entitle any Person to severance paythe PBSL, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each BV Pension Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state complies in all material respects with the benefits applicable Laws of The Netherlands; (ii) all past service commitments and pension contributions have been paid as of the date hereof; (iii) Section 2.21(b) of the Company Disclosure Schedule lists all of the participants in the PBSL, BV Pension Plan; (iv) no waivers have been signed by employees of PBSL, BV indicating that they do not want to which participate in the PBSL, BV Pension Plan; (v) there are no Actions or Proceedings concerning pensions pending and, to the knowledge of the Company, there are no such Actions or Proceedings threatened; (vi) male and female employees at all participants times have been treated equal under the PBSL, BV Pension Plan; (vii) there is no obligation of PBSL, BV to participate in any industry-level pension fund, nor has there ever been an obligation to participate in any industry-level pension fund; and beneficiaries under such (viii) the PBSL, BV Pension Plan are entitledhas not been materially amended since June 1, 1999.

Plans; ERISA. (a) Section 2.13 Except as disclosed on Schedule 2.18, (i) none of the Sellers Disclosure Schedule identifies Companies currently maintains or sponsors, or makes or is required to make contributions to, any Plans, (ii) none of such Company Plans is a "multi-employer plan", as defined in Section 3(37) of ERISA, (iii) none of such Company Plans is a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of such Company Plans provides post-retirement medical or health benefits (other than COBRA continuation coverage as required by federal law or similar state insurance law), (v) none of such Company Plans is a "welfare benefit fund," as defined in Section 419(e) of the Internal Revenue Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Internal Revenue Code, (vi) none of the Companies is a party to any collective bargaining agreement, and (vii) none of the Companies has announced or otherwise made any commitment to create or amend any Plan, other than amendments to any qualified retirement plan as needed to retain such plan's qualified status. Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (A) as to which Buyer will be required to make any contributions or with respect to which Buyer shall have any obligation or liability whatsoever, whether on behalf of any of the current employees of any Company or on behalf of any other person, after the Closing, except contributions or liabilities disclosed on the Companies' Financials with respect to such Plans that Buyer continues after the Closing, or (B) which Buyer or any Subsidiary will not be able to terminate immediately after the Closing in accordance with their terms and ERISA. With respect to each of such Plans, at the Closing there will be no unrecorded liabilities of the Companies with respect to the establishment, implementation, operation, administration or termination of any such Plan, or the termination of the participation in any such Plan by any Company or any of their respective ERISA Affiliates. With respect to each Plan sponsored or currently maintained by the Companies, each Company has delivered to Buyer true and complete copies of: (I) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in full force and effect and there are no defaults thereunder, (II) the currently effective Summary Plan Description pertaining to each of such Plans, (III) all annual reports for each of such Plans (including all related schedules) filed with respect to the last three plan years for which a filing is due, (IV) the most recently filed PBGC Form 1 (if applicable), (V) the most recent IRS determination letter, opinion, notification or advisory letter (as the case may be) for each such Plan which is intended to constitute a qualified plan under Section 401 of the Internal Revenue Code, and (VI) for each funded Plan, financial statements consisting of (a) the consolidated statement of assets and liabilities of such Plan as of its most recent valuation date, and (b) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under such Plan for the most recently-ended plan year, which such financial statements shall fairly present the financial condition and the results of operations of such Plan in accordance with GAAP, consistently applied, as of such dates. (b) The present value of all accrued benefits under any Company Plan or ERISA Affiliate Plan subject to Title IV of ERISA shall not, as of the Closing Date, exceed the value of the assets of such Plans allocated to such accrued benefits, determined on an ongoing basis and based upon the applicable provisions of the Internal Revenue Code and ERISA, and each such Plan shall be capable of being terminated as of the Closing Date in a "standard termination" under Section 4041(b) of ERISA. With respect to each Company Plan or ERISA Affiliate Plan that is subject to Title IV of ERISA, (i) no amount is due or owing from any Company or any of its ERISA Affiliates to the PBGC or to any "multi-employer Plan" as defined in Section 3(37) of ERISA on account of any withdrawal therefrom and (ii) no such Plan has been terminated within the last six years other than in accordance with ERISA or at a time when the Plan was not sufficiently funded. The transactions contemplated hereunder, including without limitation the termination of any Company Plan or ERISA Affiliate Plan at or prior to the Closing, shall not result in any such withdrawal or other liability with respect to any Company under any applicable Laws. (c) None of the Companies is subject to any material liability, tax or penalty whatsoever to any person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or the Internal Revenue Code, and neither any Company nor any Stockholder has any knowledge of any circumstances which reasonably might result in any such material liability, tax or penalty, including but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan maintained by any Company which is required to comply with the provisions of Section 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Company Plan to tax under Section 511 of the Internal Revenue Code. None of the Company Plans or ERISA Affiliate Plans subject to Title IV of ERISA has been completely or partially terminated nor has there been any "reportable event", as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans within the prior six years nor has any notice of intent to terminate been filed or given with respect to any such Plan within the prior six years. Within the last six years, there has been no (i) withdrawal by any Company or any of its ERISA Affiliates contributesthat is a substantial employer from a single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by any Company or any ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. Neither any Company, nor any of ERISA Affiliate, nor any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA. (bd) Except None of the current Company Plans or ERISA Affiliate Plans nor any trust created thereunder has any "accumulated funding deficiency" as set forth such term is defined in Section 2.13 412 of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code Code, whether or not waived, as of the most recently completed plan year of such Plan, and other applicable Laws; (ii) there are no inquiries condition has occurred or proceedings pending or, to the knowledge of Sellers, threatened exists which by the IRSpassage of time could be expected to result in an accumulated funding deficiency as of the last day of the current plan year of any such Plan. Furthermore, neither any Company nor any ERISA Affiliates has any unfunded liability under ERISA in respect of any of the U.S. Department Company Plans or ERISA Affiliate Plans. Each of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan Company Plans which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination letter, opinion, notification or advisory letter from the IRS or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination and make any amendments necessary to obtain a favorable determination as to its qualified status the qualification of each such Plan. All of the Company Plans have been administered and maintained in substantial compliance with their terms, ERISA, the Internal Revenue Code and all other applicable Laws. All contributions required to be made to each of the Company Plans under the terms of that Plan, ERISA, the Internal Revenue Code or is within any other applicable Laws have been timely made. Each Company Plan intended to meet the remedial amendment period (as defined in Section 401(b) requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Internal Revenue Code taking into account is in material compliance with such requirements. There are no Liens against the property of any pronouncements of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required Affiliate under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1412(n) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 302(f) or 4068 of ERISA. The Interim Financial Statements properly reflect all amounts required to be accrued as liabilities to date under each of the Company Plans. (ce) Neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby (whether alone or upon the occurrence of any additional or further acts or events) will (i) result in any obligation or liability (with respect to accrued benefits or otherwise) on the part of Buyer or its Affiliates to the PBGC, to any Plan, or to any present or former employee, director, officer, stockholder, contractor or consultant of Buyer, the Surviving Corporation, or any their respective Subsidiaries or any of their dependents, except liability or obligations arising in the normal course as sponsor of a Company Plan or liability accrued on the Interim Financial Statements, (ii) be a trigger event under any Company Plan that will result in any payment (whether of severance pay or otherwise) becoming due to any such present or former employee, officer, director, stockholder, contractor, or consultant, or any of their dependents (except with respect to termination of any qualified retirement plan or payment of benefits in the normal course thereunder, such as upon termination of employment), or (iii) accelerate the time of payment or vesting (except with respect to termination of any qualified retirement plan), or increase the amount, of any compensation theretofore or thereafter due or granted to any employee, officer, director, stockholder, contractor, or consultant of any Company or any of their dependents. With respect to any insurance policy which provides, or has provided, funding for benefits under any Company Plan, (A) there is and will be no liability of Buyer or its Affiliates in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or actual or contingent liability as of the Closing Date, nor would there be any such liability if such insurance policy were terminated as of the Closing Date, except for liability to pay premiums as accrued on the Interim Financial Statements and (B) to the knowledge of the Companies and the Stockholders, no insurance company issuing any such policy is in receivership, conservatorship, bankruptcy, liquidation, or similar proceeding, and no such proceedings with respect to any insurer are imminent. (f) With respect to each Company Plan or ERISA Affiliate Plan which provides health care coverage, each Company and each ERISA Affiliate have complied in all material respects with (i) the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the applicable COBRA regulations and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder, and neither any Company nor any of its ERISA Affiliates maintains or Affiliate has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to incurred any liability under Section 412 4980B of the Internal Revenue Code. (dg) Neither Other than routine claims for benefits under the Company nor Plans, there are no pending, or, to the knowledge of the Companies and the Stockholders, threatened, Actions or Proceedings involving such Plans, or the fiduciaries, administrators, or trustees of any of its ERISA Affiliates has ever maintained such Plans or been obligated to contribute to the Companies as the employer or sponsor under any multiemployer plansuch Plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor with any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure ScheduleIRS, the consummation Department of Labor, the transactions contemplated by this Agreement will notPBGC, alone any participant in or together with beneficiary of any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation such Plan or any other payment, or (ii) accelerate the time person whomsoever. No Company knows of payment or vesting, or increase the amount of compensation due to any reasonable basis for any such Personclaim, lawsuit, dispute, action or controversy. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Section 2.13 All of the Sellers Plans are listed on Schedule 3.11(a) of the Company Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributesSchedule. (b) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule with respect to each Any Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination and the trust(s) maintained pursuant thereto intended to be exempt from the IRS as to its qualified status or is within the remedial amendment period (as defined in federal income taxation under Section 401(b) 501 of the Internal Revenue Code taking into account any pronouncements is either (i) subject to a current favorable determination letter from the Internal Revenue Service regarding such qualification, or (ii) based upon a master and prototype or volume submitter form, and the sponsor of such form has received a current advisory opinion from the IRS relating Internal Revenue Service as to such period) for making any required changes; (iv) the form upon which each Plan mayCompany is entitled to rely under applicable Internal Revenue Service procedures. To the knowledge of Seller, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits event has occurred with respect to any Person who is not a current employee Plan which will or could reasonably give rise to the disqualification of Company any such Plan. (other than dependents of current employeesc) or any of its ERISA Affiliates and neither No Company nor any of its respective ERISA Affiliates currently sponsors, maintains or contributes to (or is contractually or otherwise obligated to provide contribute to) or has, within the last six (6) years, sponsored, maintained, contributed to, or been obligated to contribute to, or had any Person who is not Liability with respect to: (i) a current employee of Company “defined benefit plan” (other than dependents of current employeesas defined in ERISA Section 3(35) with medical benefits, other than continuation coverage as required under section 4980B of the and Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA Section 414(j)), (ii) a “COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactionsmultiemployer plan” (as described defined in ERISA Sections 3(37) and 4001(a)(3)) or (iii) a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of ERISA Sections 4063 or 4064 or Internal Revenue Code Section 4975 413(c)). No Company has incurred, and to the knowledge of Seller, there are no circumstances under which any of them could reasonably incur any Liability under Title IV of ERISA. No Company nor any ERISA Affiliate has incurred any Liability or penalty under Section 4971 through 4980E of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I of ERISA. (cd) None of the Plans promises or provides retirement, medical, life insurance or other welfare benefits subsequent to termination of employment to any person except as required by Internal Revenue Code Section 4980B and ERISA Sections 601 to 608 and any similar state Laws and at the sole expense of the participant or such participant’s spouse or dependents. (e) To the knowledge of Seller, each Plan has been maintained, funded and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Laws, including ERISA and the Internal Revenue Code, which are applicable to such Plans. Neither Company Seller nor any Company has received any notice from any Governmental Authority questioning or challenging such compliance. To the knowledge of its ERISA Affiliates maintains or has ever maintained a Pension Seller, neither any Plan which nor any Company is subject to any Tax or penalty under the minimum Patient Protection and Affordable Care Act. (f) Within the past three (3) complete calendar years and the current calendar year, no Plan is or has been under audit or is or has been the subject of an investigation, prosecution, inquiry, hearing or other proceeding by the Internal Revenue Service, the Department of Labor or other Governmental Authority. To the knowledge of Seller, no Plan is the subject of a threatened investigation, prosecution, inquiry, hearing or other proceeding by the Internal Revenue Service, the Department of Labor or other Governmental Authority. (g) No Action (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought or is pending, or to the knowledge of Seller, has been threatened with respect to any Plan. (h) Neither Seller, nor to the knowledge of Seller, any ERISA Affiliate, and nor any administrator or fiduciary of any Plan (or any agent of any of the foregoing) has engaged in any transaction, or acted or failed to act in any manner, which could subject any Company to any Liability (by indemnity or otherwise) for breach of any fiduciary, co-fiduciary or other duty under ERISA. No “party in interest” (as defined in Section 3(14) of ERISA) or “disqualified person” (as defined in Internal Revenue Code Section 4975) of any Plan has engaged in any nonexempt “prohibited transaction” (as defined in Internal Revenue Code Section 4975 or ERISA Section 406) with respect to which the Company has any Liability. (i) No Company maintains a non-qualified deferred compensation plan (as defined in Section 409A(d)(1) of the Internal Revenue Code). (j) Except as set forth on Schedule 3.11(j) of the Seller Disclosure Schedule, neither the execution, delivery or the performance of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event) will or could (i) accelerate the time of payment or vesting or increase the amount of, or trigger any funding requirements of, compensation or benefits under any Plan or otherwise; (ii) result in any limitation on the right of Part 3 a Company to amend, merge, terminate or receive a reversion of Subtitle B assets from any Plan or related trust; (iii) entitle any current or former director, officer, manager, employee, contractor or consultant of Title I any Company to severance pay, termination pay or any other similar payment, right or benefit; (iv) result in any payment, right or benefit that would (A) not be deductible under Section 280G of ERISA the Internal Revenue Code or subject (B) could result in any excise tax on any “disqualified individual” (within the meaning of Section 280G of the Internal Revenue Code) under Section 4999 of the Internal Revenue Code. No Company has any obligation to gross-up or reimburse any current or former director, officer, manager, employee, contractor or consultant of any Company for any Taxes or related interest or penalties incurred by such individual, including under Section 412 4999, 409A or 105(h) of the Internal Revenue Code. (dk) Neither Company nor any With respect to each Plan, prior to the Closing, Seller has provided to Purchaser accurate and complete copies, if applicable, of its ERISA Affiliates has ever maintained (or been obligated to contribute to any multiemployer planif not contained in a written document, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: a description of): (i) all current plan Plan documents and agreements and related trust agreements or insurance contracts (if any), and amendments thereto, with respect to each of the Plans, or annuity contracts; (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension annual and periodic accounting of Plan assets; (if any)iii) current summary plan descriptions, and where applicable; (iv) all current summary plan descriptions the most recent Internal Revenue Service annual report (Form 5500 series); (v) the most recent Internal Revenue Service determination, opinion or advisory letter and subsequent summaries of material modifications with respect (vi) for the three (3) most recent years, any notices or other communications to each or from the Internal Revenue Service or any office or representative of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 Department of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation Labor or any other payment, or (ii) accelerate the time Governmental Authority in respect of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.employee benefit plan

Plans; ERISA. (ai) Section 2.13 Each ‘employee benefit plan’ (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended, and the Sellers Disclosure Schedule identifies each Plan sponsored rules and regulations promulgated thereunder (‘ERISA’)) of which ABI is a sponsor or maintained by Company or any of its ERISA Affiliates participating employer or to which Company ABI makes or any is required to make contributions and each health, life or retirement insurance or benefits plan or arrangement of its ERISA Affiliates contributes. ABI or to which ABI makes or is required to make contributions (b) Except as set forth in Section 2.13 each of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (iforegoing being a ‘Plan’) each Plan has been administered maintained and administered, in all material compliance respects, in accordance with its terms and is in material compliance with the all applicable provisions of laws, including but not limited to ERISA (including, without limitation, the prohibited transaction provisions thereof), and the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened Code. No Plan is covered by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as to its qualified status or is within the remedial amendment period (as defined in Section 401(b) of the Internal Revenue Code taking into account any pronouncements of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I IV of ERISA or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates . ABI has ever maintained or not been obligated to contribute a contributing employer to any multiemployer plan, multi-employer plan as defined in Section 3(37) 4001 of ERISA. . No action or proceeding (eexcluding claims for benefits incurred in the ordinary course of Plan activities) Neither Company nor any has been brought, or to the knowledge of its ERISA Affiliates ABI or INTX, is bound by any collective bargaining agreement threatened, against or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any such Plan. All contributions, (iii) reserves or premium payments required to be made or accrued as of the most recent IRS determination letter for each Pension Plan (if any)date hereof to the Plans have been made or accrued. All reports, returns, forms and (iv) all current summary plan descriptions and subsequent summaries of material modifications notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to each the Plans, by the Internal Revenue Code, ERISA or any other applicable law, have been so filed and furnished. ABI is not under a legal or contractual obligation to continue any of the Plans subject to ERISAand may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable law without incurring any liability. (gii) Except as set forth in Section 2.13 Neither the execution and delivery of the Sellers Disclosure Schedule, this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle result in any Person to severance paypayment or increased benefit (including without limitation severance, unemployment compensation compensation, bonus or otherwise) becoming due to any other paymentcurrent or former director, officer, employee or consultant of ABI under any Plan or otherwise, (ii) increase any benefits otherwise payable under any Plan, or (iiiii) accelerate result in the acceleration of the time of payment or vesting, or increase the amount vesting of compensation due to any such Personbenefits. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) The Disclosure Schedule lists (i) all "employee benefit plans" (as such term is defined in Section 3(3) of ERISA) of which any of the Company or any Subsidiary is or ever was a sponsor or participating employer or as to which the Company or any Subsidiary makes contributions or is required to make contributions, and (ii) any similar employment, severance or other arrangement or policy of any of the Company or any Subsidiary (whether written or oral) providing for health, life, vision or dental insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits (collectively, the "Plans"). Except as disclosed on Section 2.13 of the Sellers Disclosure Schedule identifies each Plan sponsored Schedule, (i) none of the Plans is or maintained was a "multi-employer plan," as defined in Section 3(37) of ERISA or other pension plan subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code, (ii) none of the Plans provides or provided post-retirement medical or health benefits except as required by Law, (iii) none of the Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code, and (iv) neither the Company nor any Subsidiary has announced or otherwise made any commitment to create or amend any Plan. Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans which Parent or any of its ERISA Affiliates Subsidiaries will not be able to terminate immediately after the Closing in accordance with their terms. With respect to each Plan, at the Closing there will be no material unrecorded liabilities with respect to the establishment, implementation, operation, administration or to which termination of any Plan, or the termination of the participation in any Plan by the Company or any of its ERISA Affiliates contributesSubsidiary. (b) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule with respect The Company has delivered to each Plan required to be listed in Section 2.13 of the Sellers Disclosure ScheduleParent true and complete copies of: (i) each Plan has been administered of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in material compliance with its terms full force and is in material compliance with the applicable provisions of ERISA (includingeffect and there are no defaults thereunder, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending orthe currently effective summary plan description pertaining to each of the Plans (if any), to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) the three (3) most recent annual reports for each Pension of the Plans (including all related schedules), (iv) the most recent Internal Revenue Service determination letter for each Plan which is intended to constitute a qualified plan under Section 401(a) of the Code, and (v) for each unfunded Plan, financial statements consisting of (A) the consolidated statement of assets and liabilities of such Plan as of its most recent valuation date, and (B) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under such Plan for the most recently-ended plan year, which such financial statements shall fairly present the financial condition and the results of operations of such Plan in accordance with GAAP, consistently applied, as of such dates. (c) Neither the Company nor any Subsidiary is subject to any material liability, tax or penalty whatsoever to any person or agency whomsoever as a result of engaging in a prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code), and neither the Company nor any Subsidiary has any knowledge of any circumstances which reasonably might result in any material liability, tax or penalty, including but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan which is required to comply with the provisions of Section 4980B of the Code, or with the requirements referred to in Section 4980D of the Code, has complied in all material respects. (d) Each of the Plans which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS Internal Revenue Service, and has been operated in accordance with its terms and with the applicable provisions of the Code. Each Plan that is required or intended to be qualified under applicable law or registered or approved by a government agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to cause the appropriate governmental agency or authority to revoke, or otherwise adversely affect, such qualification, registration or approval to the knowledge of the Company. All of the Plans have been administered and maintained in substantial compliance with their terms and ERISA, the Code and all other Laws, to the extent applicable. All contributions required to be made to each of the Plans under the terms of that Plan, ERISA, the Code or any other applicable Laws have been timely made. The Interim Financial Statements properly reflect all amounts required to be accrued as liabilities to its qualified status date under each of the Plans. There is no contract, agreement or is within benefit arrangement covering any employee of the remedial amendment period Company or any Subsidiary which, individually or collectively, could give rise to the payment of any amount which would constitute an "excess parachute payment" (as defined in Section 401(b) 280G of the Internal Revenue Code taking into account any pronouncements Code). Neither the execution or performance of this Agreement nor the closing of the IRS relating to such periodAcquisition will (i) for making result in any required changes; obligation or liability (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1accrued benefits or otherwise) of the Internal Revenue Code Parent or Part 6 of Subtitle B of Title I of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject Subsidiary to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer planPBGC, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies , or any present or former employee of the following documents have been delivered by Company Parent or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plansany Subsidiary, (ii) for each be a trigger event under any Plan that will result in any payment (whether of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached theretoseverance pay or otherwise) filed with respect becoming due to any Planpresent or former employee, (iii) the most recent IRS determination letter for each Pension Plan (if any)officer, and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Scheduledirector, the consummation of the transactions contemplated by this Agreement will notshareholder, alone contractor, or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees)consultant, (i) entitle any Person to severance pay, unemployment compensation or any other paymentof their dependents, or (iiiii) accelerate the time of payment or vesting, or increase the amount amount, of compensation or other remuneration (whether payable in cash, securities or other property) due to any such Personemployee, officer, director, shareholder, contractor, or consultant of the Company or any Subsidiary. (he) The participant and beneficiary records Other than routine claims for benefits under the Plans, there are no pending, or, to the best knowledge of the Company, threatened, Actions or Proceedings involving the Plans, or the fiduciaries, administrators, or trustees of any of the Plans or the Company or any Subsidiary as the employer or sponsor under any Plan, with respect to each Plan are any of the IRS, the Department of Labor, the PBGC, or other governmental authority (whether in the custody of Company (U.S. or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of timeCanada), and any participant in or beneficiary of any Plan or any other person whomsoever. The Company knows of no reasonable basis for any such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitledclaim, lawsuit, dispute, action or controversy.

Plans; ERISA. (a) Except as disclosed on Schedule 2.18, (i) neither the Company nor either Company Subsidiary currently maintains or sponsors, or makes or is required to make contributions to, any Plans, (ii) none of such Company Plans is a "multi-employer plan," as defined in Section 2.13 3(37) of ERISA, (iii) none of such Company Plans is a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of such Company Plans provides post-retirement medical or health benefits (other than COBRA continuation coverage as required by federal law or similar state insurance law), (v) none of such Company Plans is a "welfare benefit fund," as defined in Section 419(e) of the Sellers Disclosure Schedule identifies Internal Revenue Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Internal Revenue Code, (vi) neither the Company nor either Company Subsidiary is a party to any collective bargaining agreement, and (vii) neither the Company nor either Company Subsidiary has announced or otherwise made any commitment to create or amend any Plan, other than amendments to any qualified retirement plan as needed to retain such plan's qualified status. Notwithstanding any statement or indication in this Agreement to the contrary, 17 there are no Plans (A) as to which Parent will be required to make any contributions or with respect to which Parent shall have any obligation or liability whatsoever, whether on behalf of any of the current employees of the Company or either Company Subsidiary or on behalf of any other person, after the Closing, except contributions or liabilities disclosed on the Companies' Financials with respect to such Plans that Parent continues after the Closing, or (B) which Parent or any Subsidiary will not be able to terminate immediately after the Closing in accordance with their terms and ERISA. With respect to each of such Plans, at the Closing there will be no unrecorded liabilities of the Company or either Company Subsidiary with respect to the establishment, implementation, operation, administration or termination of any such Plan, or the termination of the participation in any such Plan by the Company, either Company Subsidiary or any of their respective ERISA Affiliates. With respect to each Plan sponsored or currently maintained by the Company or either Company Subsidiary, the Company has delivered to Parent true and complete copies of: (I) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in full force and effect and there are no defaults thereunder, (II) the currently effective Summary Plan Description pertaining to each of such Plans, (III) all annual reports for each of such Plans (including all related schedules) filed with respect to the last three plan years for which a filing is due, (IV) the most recently filed PBGC Form 1 (if applicable), (V) the most recent IRS determination letter, opinion, notification or advisory letter (as the case may be) for each such Plan which is intended to constitute a qualified plan under Section 401 of the Internal Revenue Code, and (VI) for each funded Plan, financial statements consisting of (a) the consolidated statement of assets and liabilities of such Plan as of its most recent valuation date, and (b) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under such Plan for the most recently-ended plan year, which such financial statements shall fairly present the financial condition and the results of operations of such Plan in accordance with GAAP, consistently applied, as of such dates. (b) The present value of all accrued benefits under any Company Plan or ERISA Affiliate Plan subject to Title IV of ERISA shall not, as of the Effective Time, exceed the value of the assets of such Plans allocated to such accrued benefits, determined on an ongoing basis and based upon the applicable provisions of the Internal Revenue Code and ERISA, and each such Plan shall be capable of being terminated as of the Effective Time in a "standard termination" under Section 4041(b) of ERISA. With respect to each Company Plan or ERISA Affiliate Plan that is subject to Title IV of ERISA, (i) no amount is due or owing from any Company or any of its ERISA Affiliates to the PBGC or to which Company or any of its ERISA Affiliates contributes. (b) Except "multi-employer Plan" as set forth defined in Section 2.13 3(37) of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 ERISA on account of the Sellers Disclosure Schedule: any withdrawal therefrom and (iii) each no such Plan has been administered terminated within the last six years other than in material compliance accordance with its terms and is in material compliance with ERISA or at a time when the applicable provisions Plan was not sufficiently funded. The transactions contemplated hereunder, including without limitation the termination of any Company Plan or ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries Affiliate Plan at or proceedings pending or, prior to the knowledge of SellersClosing, threatened by the IRS, the U.S. Department of Labor, the PBGC, shall not result in any such withdrawal or any participant or beneficiary other liability with respect to the Company or either Company Subsidiary under any applicable Laws. (c) Neither the Company nor either Company Subsidiary is subject to any material liability, tax or penalty whatsoever to any person or agency whomsoever as a result of engaging in a prohibited transaction under ERISA or 18 the Internal Revenue Code, and neither the Company nor either Company Subsidiary has any knowledge of any circumstances which reasonably might result in any such material liability, tax or penalty, including but not limited to, a penalty under Section 502 of ERISA, as a result of a breach of any duty under ERISA or under other Laws. Each Plan maintained by the Company or either Company Subsidiary which is required to comply with the provisions of Section 4980C of the Internal Revenue Code, or with the requirements referred to in Section 4980D of the Internal Revenue Code, has complied in all material respects. No event has occurred which could subject any Company Plan to tax under Section 511 of the Internal Revenue Code. None of the Company Plans or ERISA Affiliate Plans subject to Title IV of ERISA has been completely or partially terminated nor has there been any "reportable event," as such term is defined in Section 4043(b) of ERISA, with respect to any of the Plans within the prior six years nor has any notice of intent to terminate been filed or given with respect to any such Plan within the prior six years. Within the last six years, there has been no (i) withdrawal by the Company, either Company Subsidiary or any of their respective ERISA Affiliates that is a substantial employer from a single-employer plan which is a Plan and which has two or more contributing sponsors at least two of whom are not under common control, as referred to in Section 4063(b) of ERISA, or (ii) cessation by the Company, either Company Subsidiary or any of their respective ERISA Affiliates of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(f) of ERISA. None of the Company, either Company Subsidiary, any of their respective ERISA Affiliates or any other organization of which any of them are a successor or parent corporation as defined in Section 4069(b) of ERISA, have engaged in any transaction described in Section 4069(a) of ERISA. (d) None of the current Company Plans or ERISA Affiliate Plans nor any trust created thereunder has incurred any "accumulated funding deficiency" as such term is defined in Section 412 of the Internal Revenue Code, whether or not waived, as of the most recently completed plan year of such Plan, and no condition has occurred or exists which by the passage of time could be expected to result in an accumulated funding deficiency as of the last day of the current plan year of any such Plan. Furthermore, none of the Company, either Company Subsidiary or any of their respective ERISA Affiliates has any unfunded liability under ERISA in respect of any of the Company Plans or ERISA Affiliate Plans; (iii) each Pension Plan . Each of the Company Plans which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination letter, opinion, notification or advisory letter from the IRS or has a period of time remaining under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination and make any amendments necessary to obtain a favorable determination as to its qualified status the qualification of each such Plan. All of the Company Plans have been administered and maintained in substantial compliance with their terms, ERISA, the Internal Revenue Code and all other applicable Laws. All contributions required to be made to each of the Company Plans under the terms of that Plan, ERISA, the Internal Revenue Code or is within any other applicable Laws have been timely made. Each Company Plan intended to meet the remedial amendment period (as defined in Section 401(b) requirements for tax-favored treatment under Subchapter B of Chapter 1 of the Internal Revenue Code taking into account any pronouncements is in material compliance with such requirements. There are no Liens against the property of the IRS relating to such period) for making any required changes; (iv) each Plan mayCompany, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of either Company (other than dependents of current employees) Subsidiary or any of its their respective ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by Section 9801 of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1412(n) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 302(f) or 4068 of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject . The Interim Financial Statements properly reflect all amounts required to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject be accrued as liabilities to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to date under each of the Company Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Section 2.13 All of the Sellers Plans are listed on Schedule 3.11(a) of the Company Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributesSchedule. (b) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule with respect to each Any Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code and the trust(s) maintained pursuant thereto intended to be exempt from federal income taxation under Section 501 of the Internal Revenue Code is either (A) subject to a current favorable determination letter from the Internal Revenue Service regarding such qualification, or (B) is based upon a master and prototype or volume submitter form, the sponsor of such form has received a favorable determination from the IRS current advisory opinion as to its qualified status or the form upon which each Company is within entitled to rely under applicable Internal Revenue Service procedures, and the remedial amendment period (as defined in form of the Plan complies with Section 401(b401(a) of the Internal Revenue Code taking into account any pronouncements of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits Code. No event has occurred with respect to any Person who is not a current employee Plan which will or could reasonably give rise to the disqualification of Company (other than dependents any such Plan, the loss of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required intended tax consequences under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required Code, any Tax under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 511 of the Internal Revenue Code or any other Tax, liability or penalty. (c) No Company nor any ERISA Affiliate has ever sponsored, maintained, contributed to, or been obligated under ERISA or otherwise to contribute to (i) a “defined benefit plan” (as defined in Part 4 ERISA Section 3(35) and Internal Revenue Code Section 414(j)), (ii) a “multi-employer plan” (as defined in ERISA Sections 3(37) and 4001(a)(3)) or (iii) a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of Subtitle B ERISA Sections 4063 or 4064 or Internal Revenue Code Section 413(c)). Neither Company nor any ERISA Affiliate has incurred and there are no circumstances under which any of them could reasonably incur any liability under Title I IV of ERISA) involving . Neither Company nor any Plan; (viii) there ERISA Affiliate has been no material violation of the “continuation coverage requirements” of COBRA with respect to incurred any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation of the obligations imposed by liability or penalty under Section 9801 4971 through 4980E of the Internal Revenue Code or Title 1 of ERISA. (d) Except as set forth on Schedule 3.11(d) of the Company Disclosure Schedule, none of the Plans promises or provides medical or other welfare benefits subsequent to termination of employment to any person except as required by Internal Revenue Code Section 4980B and Part 7 ERISA Sections 601 to 608 and any similar state laws. (e) Each Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Laws, including ERISA and the Internal Revenue Code, which are applicable to such Plans. Neither Seller nor either Company has received any notice from any governmental authority questioning or challenging such compliance. Neither any Plan nor either Company is subject to any tax or penalty under the Patient Protection and Affordable Care Act. (f) Within the past three (3) complete calendar years and the current calendar year, no Plan is or has been under audit or is or has been the subject of Subtitle B an investigation, prosecution, inquiry, hearing or other proceeding by the Internal Revenue Service, the Department of Title I Labor or other Governmental Authority. To the knowledge of ERISA the Company, and the plan administrator of any Plan, no Plan is the subject of a threatened investigation, prosecution, inquiry, hearing or other proceeding by the Internal Revenue Service, the Department of Labor or other Government Authority. (g) No Action (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought or is pending, or to the knowledge of the Company or of the fiduciaries of any Plan, has been threatened with respect to any Welfare Plan. (h) None of Seller, any ERISA Affiliate, and nor any administrator or fiduciary of any Plan (or any agent of any of the foregoing) has engaged in any transaction, or acted or failed to act in any manner which is a group health could subject any Company to any direct or indirect liability (by indemnity or otherwise) for breach of any fiduciary, co-fiduciary or other duty under ERISA or any other law. No “party in interest” (as defined in Section 3(14) of ERISA) or “disqualified person” (as defined in Internal Revenue Code Section 4975) of any Plan has engaged in any nonexempt “prohibited transaction” (as defined in Internal Revenue Code Section 4975 or ERISA Section 406). (i) Except as set forth on Schedule 3.11(i), since January 1, 1995, neither Company nor their Affiliates has ever maintained any non-qualified deferred compensation plan (as defined in Section 5000(b)(1409A(d)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I of ERISACode). (cj) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject With respect to each Plan, prior to the minimum funding requirements Closing, each Company has provided to Purchaser accurate and complete copies, if applicable, of Part 3 of Subtitle B of Title I of ERISA (or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer planif not contained in a written document, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: a description of): (i) all current plan documents Plan texts and agreements and related trust agreements or insurance contracts (if any), and amendments thereto, with respect to each of the Plans, or annuity contracts; (ii) for each of the most recently ended three recent annual and periodic accounting of plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, assets; (iii) the most recent IRS determination or opinion letter for each Pension Plan (if any), and received from the Internal Revenue Service; (iv) all current summary plan descriptions descriptions, where applicable; and subsequent summaries of material modifications with respect to each of (v) the Plans subject to ERISAmost recent Internal Revenue Service Form 5500. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Section 2.13 All of the Sellers Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributes. (b) Except as set forth in Section 2.13 Plans of the Sellers Disclosure Company and its Affiliates are listed on Schedule 2.14. Copies of all such Plans have been provided to Purchaser, along with respect to each annual reports (Forms 5500) filed for any Plan required to be listed in Section 2.13 of for the Sellers Disclosure Schedule: last three (i3) each years. Each Plan has been administered maintained and administered, in all material compliance respects, in accordance with its terms and is in material compliance with all applicable Laws, including but not limited to the applicable provisions Employee Retirement Income Security Act of ERISA 1974, as amended, and the rules and regulations promulgated thereunder (including, without limitation, the prohibited transaction provisions thereof), “ERISA”) and the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Code. Any Plan which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as to its qualified status or is within the remedial amendment period (as defined in Section 401(b501(a) of the Internal Revenue Code taking into account any pronouncements is so qualified and is subject to a current opinion or determination letter from the Internal Revenue Service regarding such qualification, which has been provided to Purchaser. No Plan is covered by Title IV of ERISA or Section 412 of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Internal Revenue Code. Neither the Company nor any of its Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director of the Company has incurred any Liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, Sections 601 to 608 of ERISA and Section 4980B of the Code. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the knowledge of the Company or AE, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All reports, returns, forms and notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Except as disclosed on Schedule 2.14 or provided in Section 6.10 of this Agreement, neither the Company nor any of its Affiliates is contractually under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability. (b) Except as provided in Schedule 2.14 or as contemplated by Section 6.10, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment or increased benefit (including without limitation severance, unemployment compensation, bonus or otherwise) becoming due to any current or former director, officer, employee or consultant of the Company under any Plan or otherwise, (ii) increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a payment or benefit becoming due to any director, officer or employee of the Company under any Plan or otherwise obligated which will be characterized as a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (but without regard to provide any Person who is not a current employee clause (b)(2)(A)(ii) thereof). (c) To the extent applicable, the Company and its Affiliates have complied in all material respects with the continuation health care coverage requirements of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I Sections 601 through 608 of ERISA (with respect to “COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactionsqualifying events,” (as described defined in Section 4975 of the Internal Revenue Code and ERISA, which occur on or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of before the “continuation coverage requirements” of COBRA Closing with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation current or former employees of the obligations imposed by Company and their respective “qualified beneficiaries,” as defined in the Internal Revenue Code and ERISA, and with the requirements of the Health Insurance Portability and Accountability Act and other applicable health insurance requirements in Section 9801 4980D of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 701 through 734 of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.

Plans; ERISA. (a) Section 2.13 All of the Sellers Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributes. (b) Except as set forth in Section 2.13 Plans of the Sellers Disclosure Schedule with respect to each Plan required to be Company and its Subsidiaries are listed in on Section 2.13 2.14(a) of the Sellers Company Disclosure Schedule: (i) each Plan has . Copies of all such Plans have been administered in material compliance with its terms and is in material compliance made available to Parent. To the extent applicable, the Plans comply substantially with the applicable provisions requirements of ERISA the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (including, without limitation, the prohibited transaction provisions thereof), “ERISA”) and the Internal Revenue Code Code, and other applicable Laws; (iiexcept as disclosed on Section 2.14(a) there are of the Company Disclosure Schedule, no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of under Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as to its qualified status or is within the remedial amendment period (as defined in Section 401(b501(a) of the Internal Revenue Code taking into account any pronouncements Code. No Plan is covered by Title IV of ERISA or Section 412 of the IRS relating to such period) for making Internal Revenue Code. Neither the Company, any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits of its Subsidiaries nor any of their Affiliates has been a contributing employer to any Person who is not a current employee multiemployer plan as defined under Section 4001 of ERISA. Neither the Company, any of its Subsidiaries nor any officer or director of the Company (other than dependents of current employees) or any of its Subsidiaries has incurred any material Liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Each Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA Affiliates and the Internal Revenue Code, which are applicable to such Plans. Except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, no Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the best knowledge of the Company, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All material reports, returns, forms and notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, neither the Company nor any of its ERISA Affiliates Subsidiaries is contractually under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability. (b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) except as set forth in Section 2.14(b) of the Company Disclosure Schedule, result in any payment or increased (including without limitation severance, unemployment compensation, bonus or otherwise) becoming due to any current or former director, officer, employee or consultant of the Company or any Company Subsidiary under any Plan or otherwise, (ii) result in a payment or benefit becoming due to any director, officer or employee of the Company under any Plan or otherwise obligated which will be characterized as a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (but without regard to provide clause (b)(2)(A)(ii) thereof), (iii) materially increase any Person who is not a current employee benefits otherwise payable under any Plan, or (iv) result in the acceleration of the time of payment or vesting of any such benefits. (c) To the extent applicable, the Company (other than dependents and its Subsidiaries have complied substantially with the continuation health care coverage requirements of current employees) with medical benefits, other than continuation coverage as required under section Section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I Sections 601 through 608 of ERISA (with respect to “COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactionsqualifying events,” (as described defined in Section 4975 of the Internal Revenue Code and ERISA, which occur on or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of before the “continuation coverage requirements” of COBRA Closing with respect to any Welfare Plan to which such continuation coverage requirements apply; and (ix) there has been no material violation current or former employees of the obligations imposed by Company or its Subsidiaries and their respective “qualified beneficiaries,” as defined in the Internal Revenue Code and ERISA, and with the requirements of the Health Insurance Portability and Accountability Act and other applicable health insurance requirements in Section 9801 4980D of the Internal Revenue Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Welfare Plan which is a group health plan (as defined in Section 5000(b)(1) of the Internal Revenue Code or Part 6 of Subtitle B of Title I Sections 701 through 734 of ERISA. (c) Neither Company nor any of its ERISA Affiliates maintains or has ever maintained a Pension Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Section 412 of the Internal Revenue Code. (d) Neither Company nor any of its ERISA Affiliates has ever maintained or been obligated to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. (e) Neither Company nor any of its ERISA Affiliates is bound by any collective bargaining agreement or legally binding arrangement to maintain or contribute to any Plan. (f) Complete and correct copies of the following documents have been delivered by Company or Sellers to Connecture: (i) all current plan documents and insurance contracts (if any), and amendments thereto, with respect to each of the Plans, (ii) for each of the most recently ended three plan years, all IRS Form 5500 series forms (and any financial statements and other schedules attached thereto) filed with respect to any Plan, (iii) the most recent IRS determination letter for each Pension Plan (if any), and (iv) all current summary plan descriptions and subsequent summaries of material modifications with respect to each of the Plans subject to ERISA. (g) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, alone or together with any other event (and except that the Company is obligated to pay accrued and unused vacation pay to terminated employees in the amounts set forth in Section 2.13 of the Sellers Disclosure Schedule and except that the Company has generally paid two weeks’ severance pay to terminated employees), (i) entitle any Person to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such Person. (h) The participant and beneficiary records with respect to each Plan are in the custody of Company (or an agent of Company who must, upon demand, provide such records to Company within a reasonable period of time), and such records accurately state in all material respects the benefits to which all participants and beneficiaries under such Plan are entitled.