definiens: shall mean all bonus, vacation, deferred compensation, pe nsion, retirement, profit - sharing, thrift, savings, employee stock own ership, stock bonus, stock purchase, restricted stock and stock option plans, all 3 5 employment or severance contracts, all medical, den tal, disability, health and life insurance plans, all other material employee b enefit and fringe benefit plans, contracts or arrangements and any applicable or similar provisions in any plan, contract or arrange ment sponsored, maintained or contributed to by TriPath or any TriPath Subsidiary for the benefit of officers, former officers, employees, former employees, direc tors, former directors, or the beneficiaries of any of the foregoing or pursua nt to which TriPath, any of the TriPath Subsidiaries or any ERISA Affiliate has or may have any liability or obligation, contingent or otherwise.4.4 . Exempt Tra nsaction . Subject to the accuracy of the Purchasers ' representations in Sect ion 5 of this Agreement, the issuance of the Shares will constitute a transactio n exempt from the registration requirements of Section 5 of the Secur ities Act in reliance upon Regulation D under the Securities Act