Employee Benefit Plans (a) All employee compensation, incentive, retirement, welfare, fringe or benefit plans, programs, policies, commitments, agreements or other arrangements (whether or not set forth in a written document and including, without limitation, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which are or have been maintained, contributed to, or required to be contributed to, by Pathlore or a Pathlore Affiliate for the benefit of any current or former employee, director or consultant of Pathlore or a Pathlore Affiliate (each a “Pathlore Employee”) who has any present or future rights to benefits, and with respect to which Pathlore or any Pathlore Affiliate has or may in the future have liability, are listed in Section 2.12(a) of the Pathlore Schedules (the “Pathlore Plans”). As of the date hereof, Pathlore has provided or made available to SumTotal, as applicable: (i) correct and complete copies of all documents embodying each Pathlore Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Pathlore Plan; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Pathlore Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Pathlore Plan; (iv) all IRS determination, opinion, notification and advisory letters; (v) all material correspondence to or from any governmental agency relating to any Pathlore Plan; (vi) the most recent discrimination tests for each Pathlore Plan, if applicable; (vii) the most recent actuarial valuations, if any, prepared for each Pathlore Plan; (viii) if the Pathlore Plan is funded, the most recent annual and periodic accounting of the Pathlore Plan assets; and (ix) all communication to Pathlore Employees relating to any events which result in any material liability to Pathlore or any Pathlore Affiliate under Pathlore Plans. “
