Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, Except as set forth in the year ended September 30Disclosure Memorandum with specific reference to this Section, 2009 or the six (6) months ended March 31, 2010, was one as of the ten (10) largest sources date hereof, no customer which individually accounted for more than 1% of the gross revenues for of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, based on amounts paid has canceled or payable (eachotherwise terminated, a “Significant Customer”), and the Company has not received or made any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends threat to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services provided by or through products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to customers on decrease materially its services or prior supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date conform in all material respects to applicable contractual commitmentsDate, express and implied warranties (has canceled or otherwise terminated, or made any written threat to the extent not subject Company to legally effective express exclusions thereof)cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and conform in no such customer intends to cancel or otherwise terminate its relationship with the Company and all material respects its Subsidiaries or to packaging, advertising decrease materially its usage of the services or products of the Company and marketing materials and to applicable product or service specifications or documentationall its Subsidiaries. Neither the Company nor any Subsidiary has any Liability (andbreached, so as to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against provide a benefit to the Company or any Subsidiary giving rise to that was not intended by the parties, any material Liability relating to the foregoing Contracts) for replacement agreement with, or repair thereof engaged in any fraudulent conduct with respect to, any customer or other damages in connection therewith in excess supplier of any reserves therefor reflected on the Company Balance Sheet. (c) Neither or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the Company nor any Subsidiary has any outstanding dates of each audit conducted since January 1, 1995 by each material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), Subsidiaries and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) summaries of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) results of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsaudits.

Customers and Suppliers. (a) Neither Section 3.26(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter sets forth a true and complete list of the ten (10) largest sources of revenues for (measured by gross revenue to the Company and its Subsidiaries, based Subsidiaries on amounts paid or payable a consolidated basis) customers (each, a “Significant Material Company Customer”), and ) to the Company has not received any written notice of any material dissatisfaction and its Subsidiaries for the twelve (12) month period ending on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aJune 30, 2023. (b) Section 3.26(b) of the Company Disclosure LetterLetter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. Neither As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has received been no material change in the pricing or other material terms of its business relationship with any information from any Significant Material Company Customer or Material Company Vendor that such Significant Customer will not continue as a customer of is materially adverse to the Company as wholly-owned by or its Subsidiaries, except changes made in the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any ordinary course of its products returned by a purchaser thereof except for normal warranty returns business consistent with past history and those returns that practices which changes in the aggregate would not have a Material Adverse Effect on be materially adverse to the Company and its Subsidiaries, taken as a whole. (b) All . As of the date of this Agreement, all amounts due and owing by such Material Company Products soldCustomer to, licensedor to such Material Company Vendor by, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform of its Subsidiaries have been paid in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts accordance with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither As of the Agreement Date, neither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102006, was one of the ten (10) 20 largest sources of revenues for the Company and its the Company Subsidiaries, based on amounts paid or payable taken as a whole, during such periods (each, a “Significant Customer”)) that would reasonably be expected to result in a material deterioration in, and or termination of, the relationship between the Company has not received or any written notice of any material dissatisfaction on the part of any Company Subsidiary and such Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.20(a) of the Company Disclosure Letter. Neither As of the Agreement Date, neither the Company nor any of its the Company Subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially adversely modify the existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products soldAs of the Agreement Date, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102006, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its the Company Subsidiaries, based on amounts actually paid or payable by the Company and the Company Subsidiaries during such periods (each, a “Significant Supplier”)) that would reasonably be expected to result in a material deterioration in, and or termination of, the relationship between the Company has no knowledge of or any material dissatisfaction on the part of any Company Subsidiary and such Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.20(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure LetterAgreement Date, neither the Company nor any of its the Company Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially adversely modify the existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsCompany.

Customers and Suppliers. (a) Neither the Company Parent nor any Subsidiary has of its Subsidiaries is party to any outstanding material disputes pending Action concerning its products and/or services any Parent Products with any customer or distributor who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102014 was and/or (ii) the fiscal year ending December 31, was 2015 is projected to be, one of the ten twenty (1020) largest sources customers of revenues for the Company and its Subsidiaries, Parent Products based on amounts paid or payable payable, as applicable, to Parent or its Subsidiaries by such customers during such period (each, a “Significant Parent Customer”). As of the date of this Agreement, and the neither Parent nor any of its Subsidiaries is party to any pending Action concerning any Company has not received any written notice of any material dissatisfaction on the part of Products with any Significant Parent Customer. Each Significant Customer is listed in Schedule 2.22(a) As of the Company Disclosure Letter. Neither the Company date of this Agreement, neither Parent nor any of its Subsidiaries has received any information written notice, or to the Knowledge of Parent, any other notice, from any Significant Parent Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Parent Customer intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with the Company as wholly-owned by the Acquiror Parent or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on Subsidiaries. Parent has made available to the Company and Company, copies of each customer Contract between Parent or any of its Subsidiaries, taken as on the one hand, and each Significant Parent Customer, on the other hand (each, a whole“Significant Parent Customer Contract”). (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company Parent nor any Subsidiary has any Liability (and, to the knowledge of the Company, there its Subsidiaries is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise party to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute pending Action concerning products and/or services provided by any supplier who, who in the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 2010, 2014 was one of the ten (10) largest suppliers of products and/or services to the Company Parent and its Subsidiaries, Subsidiaries based on amounts paid or payable by Parent and its Subsidiaries to such supplier during such period (each, a “Significant Parent Supplier”). As of the date of this Agreement, and the Company has no knowledge neither Parent nor any of its Subsidiaries is party to any material dissatisfaction on the part of pending Action concerning products and/or services provided by any Significant Parent Supplier. Each Significant Supplier is listed in Schedule 2.22(c) As of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) date of the Company Disclosure Letterthis Agreement, neither the Company Parent nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier written notice, or to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or Knowledge of Parent, any other notice, from any Significant Parent Supplier that such Significant Parent Supplier intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with Parent or any of its Subsidiaries. Parent has made available to the Company as wholly-owned by the Acquiror Company, copies of each supply Contract between Parent or such Subsidiary. The Company and any of its Subsidiaries have accessSubsidiaries, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe one hand, and each Significant Parent Supplier, on the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsother hand (each, a “Significant Parent Supplier Contract”).

Customers and Suppliers. (a) Neither As of the date of this Agreement, neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, who in any of the year three fiscal years ended September June 30, 2009 or the six (6) months ended March 31, 2010, 2017 was one of the ten (10) largest sources customers of revenues for the Company and its Subsidiaries, Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a “Significant Customer”), and . Except as would not reasonably be expected to be material to the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) and its Subsidiaries, taken as a whole, as of the Company Disclosure Letter. Neither date of this Agreement, neither the Company nor any of its Subsidiaries has received any information written or bona fide oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing any of its Subsidiaries or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products soldAs of the date of this Agreement, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, who in any of the year three fiscal years ended September June 30, 2009 or the six (6) months ended March 31, 2010, 2017 was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, in each case, based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “Significant Supplier”), and . Except as would not reasonably be expected to have a material to the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) and its Subsidiaries, taken as a whole, as of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) date of the Company Disclosure Letterthis Agreement, neither the Company nor any of its Subsidiaries has received any information written or bona fide oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing any of its Subsidiaries or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsSubsidiaries.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary GigOptix has any no outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, who was one of the ten (10) 10 largest sources of revenues for the Company and its SubsidiariesGigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and the Company GigOptix has not received any written notice no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries Since January 1, 2011, GigOptix has not received any information written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror GigOptix or such Subsidiary, after the Closing any of its Subsidiaries or that such Significant Customer customer intends to terminate or materially modify existing Contracts with GigOptix (or the Company as wholly-owned by the Acquiror Surviving Corporation, Endwave or any of its Subsidiaries) or that such Subsidiarycustomer refuses to make payments for products delivered or services rendered. The Company GigOptix has not had any of its products returned by a purchaser GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholereversal of any material amount of revenue by GigOptix. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary GigOptix has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 2010, 2010 was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesGigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”), ) and the Company GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Each Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror GigOptix or such Subsidiary after the Closing any of its Subsidiaries or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Company as wholly-owned by the Acquiror Surviving Corporation, Endwave or such Subsidiaryany of its Subsidiaries). The Company and its Subsidiaries have GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe GigOptix Businesses, and the Company GigOptix has no knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102014, was one of the ten (10) 20 largest sources of revenues for the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company Parent has not received any written notice no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a2.19(a) of the Company Disclosure Letter. Neither the No Group Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or Acquirer) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or Acquirer). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102014, was one of the ten (10) 20 largest suppliers of products and/or services to the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company Parent has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.19(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the No Group Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary (or Acquirer) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or Acquirer). The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 4.26(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter sets forth a true and complete list of the ten (10) largest sources of revenues for (measured by gross revenue to the Company and its Subsidiaries, based Subsidiaries on amounts paid or payable a consolidated basis) customers (each, a “Significant Material Customer”), and in each case to the Company has not received any written notice of any material dissatisfaction on and its Subsidiaries for the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(atwelve (12) months ended December 31, 2018. (b) Section 4.26(b) of the Company Disclosure LetterLetter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Vendor”) to the Company and its Subsidiaries for the twelve (12) months ended December 31, 2018. (c) As of the date of this Agreement, no Material Customer or Material Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it intends to terminate or cancel, or decreased materially or, to the Knowledge of the Company, threatened to decrease or limit materially, its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. Neither As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Customer or Material Vendor. From December 31, 2018 to the date of this Agreement, there has received been no material change in the pricing or other material terms of its business relationship with any information from any Significant Material Customer or Material Vendor that such Significant Customer will not continue as a customer of is materially adverse to the Company as wholly-owned by or its Subsidiaries, except changes made in the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any ordinary course of its products returned by a purchaser thereof except for normal warranty returns business consistent with past history and those returns that pricing practices which changes in the aggregate would not have a Material Adverse Effect on be materially adverse to the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold. As of the date of this Agreement, licensedall amounts owing by such Material Customer to, leased or delivered by to such Material Vendor by, the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform of its Subsidiaries have been paid in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts accordance with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aSection 4.20(a) of the Company Disclosure Letter. Neither Schedule sets forth the top ten (10) customers of the Companies and the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholewhole (based on the dollar amount of sales to such customers) for the fiscal year ending September 30, 2019 (the “Material Customers”). Except as set forth on Section 4.20(a) of the Company Disclosure Schedule, no Material Customer has notified a Company or Company Subsidiary of (i) its intention to terminate, or reduce the level of, its business with the Companies or Company Subsidiaries or that it otherwise intends to change in any material respect its business relationship with the Companies or Company Subsidiaries or (ii) its bankruptcy, insolvency or liquidation. Except as set forth on Section 4.20(a) of the Company Disclosure Schedule, no Company or Company Subsidiary is currently engaged in any dispute with any Material Customer and, to the Knowledge of the Companies, no basis or circumstance exists that is reasonably likely to lead to such a dispute. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(cSection 4.20(b) of the Company Disclosure LetterSchedule sets forth the top ten (10) suppliers and vendors of the Companies and the Company Subsidiaries, taken as a whole (based on the dollar amount of purchases made by the Companies and the Company Subsidiaries) for the fiscal year ending September 30, 2019 (the “Material Suppliers”). Other than No Material Supplier has provided written notice to either Company or any Company Subsidiary that it has terminated its relationship with such Company or Company Subsidiary. No Material Supplier has notified a Company or Company Subsidiary of its intention to terminate, change its pricing terms or otherwise modify in any material and adverse respect any Contract in force as of the date of this Agreement between it and any Company or Company Subsidiary or its business relationship with the Business. Except as set forth in Schedule 2.22(con Section 4.20(b) of the Company Disclosure LetterSchedule, neither the no Company nor or Company Subsidiary is currently engaged in any of its Subsidiaries has received dispute with any information that any such Significant Material Supplier will not continue as a supplier and, to the Company as wholly-owned by Knowledge of the Acquiror Companies, no basis or circumstance exists that is reasonably likely to lead to such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsa dispute.

Customers and Suppliers. (a) Neither Section 3.24(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor whoDisclosure Letter sets forth, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one as of the ten (10) largest sources date of revenues for this Agreement, a list of the customers of the Company and its SubsidiariesSubsidiaries who, in either (i) the fiscal year ended December 31, 2014 was and/or (ii) the fiscal year ending December 31, 2015 is projected to be, one of the twenty (20) largest customers of Company Products based on amounts paid or payable payable, as applicable, to the Company or its Subsidiaries by such customers during such period (each, a “Significant Company Customer”). As of the date of this Agreement, and neither the Company has not received nor any written notice of its Subsidiaries is party to any material dissatisfaction on the part of pending Action concerning any Company Products with any Significant Company Customer. Each Significant Customer is listed in Schedule 2.22(a) As of the Company Disclosure Letter. Neither date of this Agreement, neither the Company nor any of its Subsidiaries has received any information written notice or, to the Knowledge of the Company, any other notice, from any Significant Company Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by Section 3.24(b) of the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitmentsDisclosure Letter sets forth, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge as of the Companydate of this Agreement, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one a list of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such supplier during the fiscal year ended December 31, 2014 (each, a “Significant Company Supplier”). As of the date of this Agreement, and neither the Company has no knowledge nor any of its Subsidiaries is party to any material dissatisfaction on the part of pending Action concerning products and/or services provided by any Significant Company Supplier. Each Significant Supplier is listed in Schedule 2.22(c) As of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) date of the Company Disclosure Letterthis Agreement, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier written notice, or to the Knowledge of the Company, any other notice, from any Significant Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or Supplier that such Significant Company Supplier intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsSubsidiaries.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services the Company Products with any customer or distributor who, in the year ended September 30period between April 1, 2009 or the six (6) months ended through March 31, 2010, was one of the ten fifteen (1015) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Customer”"), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer, as well as the total sales to each such Significant Customer by the Company and its Subsidiaries since April 1, 2009 through March 31, 2010, is listed in Schedule 2.22(aon ‎Section 4.24(a) of the Company Disclosure LetterSchedule. Neither the Company nor its Subsidiaries have received any written, or to the Company's Knowledge, oral notice from any Significant Customer that such customer intends to terminate, or materially modify existing Contracts with the Company or materially reduce the volume of its business with the Company. (b) Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30period between April 1, 2009 or the six (6) months ended through March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Supplier”"), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier, as well as the total payments to each such Significant Supplier by the Company and its Subsidiaries since April 1, 2009 through March 31, 2010, is listed in Schedule 2.22(con ‎Section 4.24(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has received any information that written, or to the Company's Knowledge, oral notice from any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation) or such Subsidiary. The materially reduce the volume of its business with the Company. (c) Neither the Company and nor any of its Subsidiaries have accessis in deviation from timely performance of any delivery and/or payment obligation, on commercially reasonable termsas the case may be, under any Contract with a Significant Customer or Significant Supplier with respect to all products and services reasonably necessary which the Significant Customer or Significant Supplier provided written notice to carry on their respective businesses, and the Company has no knowledge of that it is entitled to any reason why they will not continue to have liquidated damages or other monetary penalty that exceeds, in the aggregate for such access on commercially reasonable termsSignificant Customer or Significant Supplier, US$100,000.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102012 and/or (ii) the fiscal year ending December 31, was one of the ten 2013 (10) largest sources of as reasonably projected), represented or will represent aggregate revenues for to the Company and its Subsidiaries, based on amounts paid taken together, of $250,000 or payable more during such period(s) for Customer Products (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information written or, to the Knowledge of the Company, oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, Parent) or any of its Subsidiaries after the Closing consummation of the transactions contemplated hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102012 was and/or (ii) in the fiscal year ending December 31, was 2013 is projected to be, one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has received any information written or, to the Knowledge of the Company, oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary Parent) or any of its Subsidiaries after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryParent) of any of its Subsidiaries. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company’s business as presently conducted, and the Company has no knowledge Knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in the who during calendar year ended September 30, 2009 2020 or the six (6) months ended March 31period from January 1, 2010, 2021 through the date of this Agreement was one of the ten (10) largest sources customers of revenues for the Company and its Subsidiaries, Products based on amounts paid or payable to the Company or its Subsidiaries by such customers during each such period (each, a “Significant Customer”), and . Except as would not reasonably be expected to be material to the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has received any information written or, to the Knowledge of the Company, oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing any of its Subsidiaries or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company as wholly-owned by or any of its Subsidiaries. Since January 1, 2019 through the Acquiror or such Subsidiary. The date of this Agreement, the Company has not had any material quantity of its products Company Products returned by a purchaser thereof except for normal warranty returns in the ordinary course of business consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholepractice. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in the who during calendar year ended September 30, 2009 2020 or the six (6) months ended March 31period from January 1, 2010, 2021 through the date of this Agreement was one of the ten (10) largest other suppliers of products and/or services to the Company and its Subsidiaries, in each case, based on amounts paid or payable by the Company and its Subsidiaries to such supplier during each such period (each, a “Significant Supplier”), and . Except as would not reasonably be expected to be material to the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than and its Subsidiaries, taken as set forth in Schedule 2.22(c) of the Company Disclosure Lettera whole, neither the Company nor any of its Subsidiaries has received any information written or, to the Knowledge of the Company, bona fide oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing any of its Subsidiaries or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiaryany of its Subsidiaries. The Company and its Subsidiaries have access, access in all material respects and on commercially reasonable terms, terms to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsCompany’s business.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary Endwave has any no outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, who was one of the ten (10) 10 largest sources of revenues for the Company and its SubsidiariesEndwave, based on amounts paid or payable in the year ended December 31, 2010 (each, a an “Endwave Significant Customer”), and the Company Endwave has not received any written notice no knowledge of any material dissatisfaction on the part of any Endwave Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries Since January 1, 2011, Endwave has not received any information written or, to Endwave’s knowledge, oral notice from any Endwave Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror Endwave or such Subsidiary, after the Closing any of its Subsidiaries or that such Significant Customer customer intends to terminate or materially modify existing Contracts with Endwave (or the Company as wholly-owned by the Acquiror Surviving Corporation, GigOptix or any of its Subsidiaries) or that such Subsidiarycustomer refuses to make payments for products delivered or services rendered. The Company Endwave has not had any of its products returned by a purchaser an Endwave Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholereversal of any material amount of revenue by Endwave. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary Endwave has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 2010, 2010 was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesEndwave, based on amounts paid or payable (each, a an “Endwave Significant Supplier”), ) and the Company Endwave has no knowledge of any material dissatisfaction on the part of any Endwave Significant Supplier. Each Since January 1, 2011, Endwave has not received any written notice from any Endwave Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror Endwave or such Subsidiary after the Closing any of its Subsidiaries or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with Endwave (or the Company as wholly-owned by the Acquiror Surviving Corporation, GigOptix or such Subsidiaryany of its Subsidiaries). The Company and its Subsidiaries have Endwave has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Endwave Businesses, and the Company Endwave has no knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 4.26(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Schedule sets forth an accurate and complete list of the Company’s top ten (10) largest sources of revenues for the Company and its Subsidiaries, customers based on amounts paid or payable by such customer to the Company during each of (eachi) the twelve months ended December 31, a 2020 and (ii) the twelve months ended June 30, 2021 (collectively, the “Significant CustomerCustomers”). To the Knowledge of the Company, and as of the Company has not received any written notice of any date hereof, there is no material dissatisfaction on the part of any Significant CustomerCustomer with respect to the Company’s products or services or its business relationship with the Company, nor any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. Each Significant Customer is listed in Schedule 2.22(a) As of the Company Disclosure Letter. Neither date hereof, the Company nor any of its Subsidiaries has not received any information notice from any a Significant Customer that such it will not continue as a customer, and, to the Knowledge of the Company, as of the date hereof no Significant Customer will has threatened to not continue as a customer of the Company as wholly-owned by or, following the Acquiror or such SubsidiaryEffective Time, after the Closing Surviving Corporation or that such Significant Customer intends to terminate terminate, breach or materially modify request a material modification to existing Contracts with the Company as wholly-owned or, following the Effective Time, the Surviving Corporation. As of the date hereof, there are no warranty claims made or refunds requested by any Significant Customer with respect to any products or services of the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns claims and refunds consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any material amount of revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Section 4.26(b) of the Company Products sold, licensed, leased Disclosure Schedule sets forth the top ten vendors and suppliers of products and services to the Company based on amounts paid or delivered payable by the Company or any Subsidiary to customers such vendors and suppliers during each of (i) the twelve months ended December 31, 2020 and (ii) the twelve months ended June 30, 2021 (collectively, the “Significant Suppliers”). The Company is current in its payments to all services provided by or through Significant Suppliers and, as of the date hereof, the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent does not subject to legally effective express exclusions thereof)have, and conform in all material respects to packagingsince January 1, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor 2020 has not had, any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning Contracts with or products and/or services provided by any supplier who, in Significant Supplier that arose or remained unresolved. To the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Knowledge of the ten (10) largest suppliers Company, as of products and/or services to the Company and its Subsidiariesdate hereof, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has there is no knowledge of any material dissatisfaction on the part of any Significant SupplierSupplier with respect to its business relationship with the Company, nor any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. Each As of the date hereof, the Company has not received any notice from a Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier it will not continue to supply, and, to the Knowledge of the Company, as a supplier of the date hereof, no Significant Supplier has threatened to not continue to supply to the Company as wholly-owned by or, following the Acquiror or such Subsidiary after Effective Time, the Closing Surviving Corporation or that such Significant Supplier intends to terminate terminate, breach or materially modify request a material modification to existing Contracts with the Company as wholly-owned or, following the Effective Time, the Surviving Corporation (any such notice or threat contemplated by this sentence or by the Acquiror penultimate sentence of Section 4.26(a), a “Customer or such SubsidiarySupplier Adverse Event”). The Company and its Subsidiaries have has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe business of the Company, and to the Knowledge of the Company, there is no reason why the Company has no knowledge of any reason why they will would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6Schedule 3.24(a) months ended March 31, 2010, was one of sets forth the ten (10) largest sources customers of revenues the Acquired Companies and their Subsidiaries (on a consolidated basis) as a percentage of the revenue of the Acquired Companies and their Subsidiaries for the Company and its Subsidiariesten months ended October 31, based on amounts paid or payable 2013 (each, a the “Significant CustomerMaterial Customers”), and . To the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) Knowledge of the Company Disclosure Letter. Neither Acquired Companies, as of the Company date of this Agreement, neither the Acquired Companies nor any of its their Subsidiaries has received a material dispute with any information from any Significant Customer that such Significant Customer will not continue as a customer Material Customer. As of the Company as wholly-owned by date hereof, no Material Customer has indicated in writing that it (and to the Acquiror Knowledge of the Acquired Companies, no Material Customer) intends to terminate or materially reduce its relationship with the Acquired Companies or their Subsidiaries. As of the date of this Agreement: no Material Customer has modified the material terms of any existing Contract or business relationship, and to the Knowledge of the Acquired Companies, no such Subsidiary, after the Closing or that such Significant Material Customer intends to terminate or materially modify existing Contracts reduce its relationship with the Company as wholly-owned by the Acquiror Acquired Companies or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history their Subsidiaries or materially change the existing business relationship or the terms and those returns that would not have a conditions under which such Material Adverse Effect on Customer currently buys such Products, Services or other property from the Company and its Acquired Companies or their Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing ContractsSchedule 3.24(b) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of sets forth the ten (10) largest suppliers of products and/or services to the Company Acquired Companies and its Subsidiariestheir Subsidiaries as a percentage of the purchases of the Acquired Companies and their Subsidiaries (on a consolidated basis) for the ten months ended October 31, based on amounts paid or payable 2013 (each, a the “Significant SupplierMaterial Suppliers”), and . To the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) Knowledge of the Company Disclosure Letter. Other than Acquired Companies, as set forth in Schedule 2.22(c) of the Company Disclosure Letterdate of this Agreement, neither the Company Acquired Companies nor any of its their Subsidiaries has received a material dispute with any information that Material Supplier. No supplier of the Acquired Companies or their Subsidiaries represents a sole source of supply for goods and services used in the conduct of the Acquired Business. As of the date of this Agreement: no Material Supplier has modified the material terms of any such Significant Supplier will not continue as a supplier existing Contract or business relationship, and to the Company as wholly-owned by Knowledge of the Acquiror or Acquired Companies, no such Subsidiary after the Closing or that such Significant Material Supplier intends to terminate or materially modify existing Contracts reduce its relationship with the Company as wholly-owned by Acquired Companies or any of their Subsidiaries or materially change the Acquiror existing business relationship or the terms and conditions under which such Subsidiary. The Company and its Subsidiaries have accessMaterial Supplier currently sells such products, on commercially reasonable terms, services or other property to all products and services reasonably necessary to carry on the Acquired Companies or any of their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsSubsidiaries.

Customers and Suppliers. (a) Neither Schedule 5.14(a) sets forth a true, correct and complete list of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in top five (5) customers of Seller for the year Business (by sales revenue) to which Seller made sales during the twelve (12) month period ended September 30, 2009 or the six (6) months ended March July 31, 20102014 (collectively, was one “Major Customers”). Except as set forth in Schedule 5.14(a) of the ten (10) largest sources of revenues for the Company and its SubsidiariesSeller Disclosure Schedule, based on amounts paid or payable (eachsince July 31, a “Significant Customer”)2013, and the Company Seller has not received any written or, to the Knowledge of Seller, oral notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant a Major Customer that such Significant Major Customer will not continue as a customer of the Company as wholly-owned by the Acquiror (or such Subsidiaryhas threatened to) cancel, after the Closing or that such Significant Customer intends to terminate terminate, materially limit or materially and adversely modify existing Contracts its current (or currently proposed) business relationship with Seller other than with respect to requests by Major Customers to delay shipment of products of Seller in the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any ordinary course of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholebusiness. (b) All Company Schedule 5.14(b) sets forth a true, correct and complete list of the top ten vendors of Seller for the Business (by sales revenue) from which Seller purchased products or services during twelve (12) month period ending July 31, 2014 (collectively, “Major Vendors”). Except as set forth in Schedule 5.14(b) of the Seller Disclosure Schedule, since July 31, 2013, Seller has not received any written or, to the Knowledge of Seller, oral notice indicating that such Major Vendor has ceased, or will (or has threatened to) cancel, terminate, materially limit or materially and adversely modify its current (or currently proposed) business relationship with Seller. (c) Schedule 5.14(c) sets forth Seller’s standard warranty policy as of the date hereof. Products soldmanufactured, designed, licensed, leased or delivered sold by the Company or Seller (A) were free from material defects in construction and design and (B) satisfy any Subsidiary to customers and all services provided by Contract or through the Company or any Subsidiary to customers on or prior other specifications related thereto to the Closing Date conform extent stated in writing in such Contracts or specifications, in each case, in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all respects. No assertion of material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (andliability is pending or, to the knowledge Knowledge of the CompanySeller, there is no legitimate basis for threatened in writing by any present or future actionPerson, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise Seller relating to any material Liability relating to the foregoing Contracts) for replacement Product. There has not been, nor is there under consideration by Seller, any Product recall or repair thereof post-sale warning conducted by or other damages in connection therewith in excess on behalf of Seller concerning any reserves therefor reflected on the Company Balance SheetProduct. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither To the Knowledge of the Company, (i) neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in who accounted for at least 1% of the Company’s revenues during the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, 2014 based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a “Significant Customer”)) and (ii) since January 1, and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither 2014 neither the Company nor any of its Subsidiaries has received any information written or bona fide oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by or any of its Subsidiaries other than, for the Acquiror or such Subsidiaryavoidance of doubt, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts in connection with the Company as wholly-owned by loss of a design opportunity. Since December 31, 2014, the Acquiror or such Subsidiary. The Company has not had any material quantity of its products Company Products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on or pursuant to stock rotation rights under the Company and its Subsidiaries, taken as a wholeCompany’s distributor agreements. (b) All Company Products soldTo the Knowledge of the Company, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither i) neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 to which amounts paid or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to payable by the Company and its SubsidiariesSubsidiaries to such supplier during the fiscal year ended December 31, based on amounts paid 2014 accounted for an amount equal to or payable greater than $500,000 during the fiscal year ended December 31, 2014 (each, a “Significant Supplier”)) and (ii) since January 1, and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, 2014 neither the Company nor any of its Subsidiaries has received any information written or, to the Knowledge of the Company, bona fide oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by or any of its Subsidiaries. To the Acquiror or such Subsidiary after Knowledge of the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with Company, the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, in all material respects and on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company’s business, and the Company has no knowledge Knowledge of any reason why they it will not continue to have such access in all material respects and on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 3.19(a) of the Company nor any Subsidiary has any outstanding material disputes concerning Disclosure Schedule sets forth a list showing each customer of the Company, its products and/or services with any customer or distributor whoSubsidiaries and the Joint Venture Entities to which sales by the Company, its Subsidiaries and the Joint Venture Entities, taken as a whole, were in excess of $10,000,000 during the year ended September 30, 2009 or the six twelve (612) months ended March month period ending on December 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable 2019 (each, a “Significant Company Customer”). Since January 1, 2020 and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed except as set forth in Schedule 2.22(aSection 3.19(a) of the Company Disclosure Letter. Neither Schedule, to the Knowledge of the Company, no Significant Company Customer has delivered a written notice to the Company nor or any of its Subsidiaries has received any information or the Joint Venture Entities indicating an intention to (i) terminate its relationship with, or otherwise stop purchasing products from, the Company, its Subsidiaries or the Joint Venture Entities or (ii) change, materially and adversely, the terms and conditions on which it purchases products from any Significant Customer that such Significant Customer will not continue as a customer the Company, its Subsidiaries or Joint Venture Entities. (b) Section 3.19(b) of the Company as wholly-owned by Disclosure Schedule sets forth a list showing each supplier of Company, its Subsidiaries and the Acquiror or such SubsidiaryJoint Venture Entities that had sales to Company, after its Subsidiaries and the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its SubsidiariesJoint Venture Entities, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected $5,000,000 during the twelve (12) month period ending on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable 2019 (each, a “Significant Company Supplier”). Since January 1, 2020 and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed except as set forth in Schedule 2.22(cSection 3.19(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) Schedule, to the Knowledge of the Company, no Significant Company Disclosure Letter, neither Supplier has delivered a written notice to the Company nor or any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier or the Joint Venture Entities indicating an intention to (i) terminate its relationship with, or otherwise stop supplying, the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and Company, its Subsidiaries have accessor the Joint Venture Entities or (ii) change, materially and adversely, the terms and conditions on commercially reasonable termswhich it is prepared to supply the Company, to all products and services reasonably necessary to carry on their respective businesses, and its Subsidiaries or the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsJoint Venture Entities.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of the Company Subsidiaries has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in either (i) the fiscal year ended September November 30, 2009 or 2012 was and/or (ii) the six (6) months ended March 31fiscal year ending November 30, 20102013 is projected to be, was one of the ten (10) twelve largest sources customers of revenues for the Company and its Subsidiaries, Products based on amounts paid or payable to the Company or the Company Subsidiaries by such customers (each, a “Significant Customer”), except such disputes as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure LetterSubsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries Company Subsidiary has received any information written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Company or such Subsidiary, Parent) or any of the Company Subsidiaries after the Closing or that such Significant Customer intends to terminate or materially modify in a manner adverse to the Company or any Company Subsidiary any existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Company or such Subsidiary. The Company has not had Parent) or any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Company Subsidiary has any outstanding material dispute disputes concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended September November 30, 2009 or 2012 was and/or (ii) in the six (6) months ended March 31fiscal year ending November 30, 20102013 is projected to be, was one of the ten (10) twenty largest suppliers of products and/or services to the Company and its Subsidiaries, the Company Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “Significant Supplier”), except such disputes as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company has no knowledge of any material dissatisfaction on the part of any Significant SupplierSubsidiaries, taken as a whole. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries Company Subsidiary has received any information written or, to the knowledge of the Company, oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Company or such Parent) or any Company Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify in a manner adverse to the Company or any Company Subsidiary any existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Company or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Parent) of any reason why they will not continue to have such access on commercially reasonable termsof its Subsidiaries.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Section 3.22 of the ten (10) largest sources of revenues for the Company Disclosure Schedule sets forth a correct and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one complete list of the ten (10) largest suppliers (by dollar volume) of products and/or or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(cten (10) largest customers (by dollar volume) of the Company Disclosure Letterand its Subsidiaries each during the four (4) months ended September 30, 2015. Other than as set forth in Schedule 2.22(c) Section 3.22 of the Company Disclosure LetterSchedule also sets forth, neither for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries has received or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any information transactions contemplated by this Agreement or that any such Significant Supplier will not continue as a supplier to is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company as wholly-owned by or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the Acquiror or such Subsidiary after customers listed on Section 3.22 of the Closing or Disclosure Schedule has indicated that such Significant Supplier intends to terminate it shall stop, or materially modify existing Contracts decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company as wholly-owned by or its Subsidiaries. Neither the Acquiror Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or such Subsidiary. The materially decrease the rate of, buying products or services from the Company and or its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and or otherwise materially change the terms of its relationship with the Company has no knowledge or its Subsidiaries after, or as a result of, the consummation of any reason why they will not continue to have transactions contemplated by this Agreement or that any such access on commercially reasonable termscustomer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Neither Schedule 3.21(a)(i) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter sets forth a list of the ten (10) largest sources all current customers of revenues for the Company and its SubsidiariesSubsidiaries as of the Agreement Date (each a “Company Customer”). All Company Customers are current in their payment of invoices and the Company does not have, and since January 1, 2019 has not had, any material disputes with any Company Customer that arose and remained unresolved. Schedule 3.21(a)(ii) of the Company Disclosure Letter sets forth the top twenty-five (25) customers (or group of affiliated customers) of the Company and its Subsidiaries based on amounts paid or payable revenue during each of (eachi) the twelve (12) months ending on December 31, 2018 and (ii) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each a “Significant Customer”), and the . The Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant CustomerCustomer or any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. Each Since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Significant Customer is listed that such customer will not continue as a customer, as the case may be, of the Company or such Subsidiary or, following the Effective Time, Parent or any of its Affiliates or that such partner intends to terminate, breach or request a material modification to existing Contracts with the Company or Subsidiary or, following the Effective Time, Parent or any of its Affiliates. There are no warranty claims made or refunds requested by any Company Customer with respect to any Company Offerings except for normal warranty claims and refunds consistent with past history and that would not result in a reversal of any material amount of revenue by the Company. Neither the Company nor any of Subsidiaries of the Company nor any of their respective representatives have made any oral commitments or promises with respect to the Company Offering, including pricing, future features, or the like, to any former, current or prospective customer. (b) Schedule 2.22(a3.21(b) of the Company Disclosure LetterLetter sets forth the top twenty-five (25) vendors and suppliers of products and services to the Company and its Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such vendors and suppliers during each of (i) the twelve (12) months ending on December 31, 2018 and (ii) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each, a “Significant Supplier”). The Company and its Subsidiaries are current in their payments to all Significant Suppliers and the Company does not have, and since January 1, 2019 has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remained unresolved. The Company has no Knowledge of any material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (andwritten or, to the knowledge Knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of oral notice from any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will supplier shall not continue as a supplier to the Company as wholly-owned by or any of its Subsidiaries or, following the Acquiror Effective Time, Parent or such Subsidiary after the Closing any of its Affiliates or that such Significant Supplier supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries have accessor, on commercially reasonable termsfollowing the Effective Time, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Parent or any of any reason why they will not continue to have such access on commercially reasonable termsits Affiliates.

Customers and Suppliers. (a) Neither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended December 31, 2006 or the nine months ended September 30, 2009 or the six (6) months ended March 31, 20102007, was one of the ten (10) 20 largest sources of revenues for the Company and its the Company Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.21(a) of the Company Disclosure Letter. Neither the Company nor any of its the Company Subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeAcquiror). (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Company Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2006 or the nine months ended September 30, 2009 or the six (6) months ended March 31, 20102007, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its the Company Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.21(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its the Company Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsAcquiror).

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Section 3.29 of the ten Disclosure Letter contains an accurate and complete list of each hospital and clinic customer of any of the SPR Companies as of the date hereof (10) largest sources of revenues for the “SPR Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant CustomerCustomers”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Except as set forth in Section 3.29 of the Disclosure Letter, since January 1, 2007, none of the customers of the SPR Companies have given notice or otherwise indicated to the SPR Companies that (i) it will or intends to terminate or not renew its Contract with the applicable SPR Company, (ii) it will reduce the volume of business transacted with the applicable SPR Company Products soldbelow historical levels, licensed, leased (iii) it is otherwise dissatisfied with the services that the applicable SPR Company provides such Person or delivered by with its relationship with the applicable SPR Company or any Subsidiary to customers (iv) is threatened with bankruptcy or insolvency; and all services provided by or through the Company or any Subsidiary to customers on or prior no customer has made a complaint to the Closing Date conform applicable SPR Company in all material respects to connection with the provision of the applicable contractual commitmentsSPR Company’s services. The relationship of each of the SPR Companies with its customers is currently on a good and normal basis, express and implied warranties (the SPR Companies have not experienced any problems with customers or suppliers since January 1, 2007. Except as set forth in Section 3.28 of the Disclosure Letter, the transactions contemplated hereby and the Collateral Agreements will not adversely affect the relationships between Buyer and the Acquired Companies’ suppliers or Buyer and the SPR Companies with the customers of the SPR Companies. The relationship between the Acquired Companies and its suppliers is currently on a good and normal basis and no supplier has given any indication to the extent Acquired Companies that it intends to terminate or not subject to legally effective express exclusions thereof)renew its Contracts with the Acquired Companies, and conform except as disclosed in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Section 3.29 of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance SheetDisclosure Letter. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than Except as set forth in Schedule 2.22(c) on Section 3.29 of the Company Disclosure Letter, neither other than in the Company nor any Ordinary Course of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned Business, there are no currently outstanding proposals or offers submitted by the Acquiror Acquired Companies to any customer, prospect, supplier or such Subsidiary after other person which, if accepted, would result in a legally binding Contract involving an amount or commitment exceeding $10,000 in any single case or an aggregate amount or commitment exceeding $25,000 in the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsaggregate.

Customers and Suppliers. (a) Neither As of the date of this Agreement, neither Company nor any Subsidiary of its subsidiaries has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102007, was one of the ten (10) largest sources of revenues for the Company and its Subsidiariessubsidiaries, based on amounts paid or payable taken as a whole, during such periods (each, a “Significant Customer”)) that would reasonably be expected to result in a material deterioration in, or termination of, the relationship between Company or any of its subsidiaries and the Company has not received any written notice of any material dissatisfaction on the part of any such Significant Customer. Each Significant Customer is listed in Schedule 2.22(aon Section 3.24(a) of the Company Disclosure Letter. Neither As of the date of this Agreement, neither Company nor any of the its Subsidiaries subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of Company (or the Company as wholly-owned by the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially adversely modify the existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products soldAs of the date of this Agreement, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the neither Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary its subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102007, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiariessubsidiaries, based on amounts actually paid or payable by Company and its subsidiaries during such periods (each, a “Significant Supplier”)) that would reasonably be expected to result in a material deterioration in, or termination of, the relationship between Company or any of its subsidiaries and the Company has no knowledge of any material dissatisfaction on the part of any such Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(con Section 3.24(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure Letterdate of this Agreement, neither the Company nor any of its Subsidiaries subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to Company (or the Company as wholly-owned by the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially adversely modify the existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsCompany.

Customers and Suppliers. (a) Neither Section 4.16(a) of the Disclosure Schedules sets forth the 9 customers of the Company nor based on gross revenue for the period of January 1, 2018 through November 30, 2018 Date, together with the Dollar amount of goods and/or services sold by the Company during such period to each such customer (collectively, the “Material Customers”). Except as disclosed on Section 4.16(a) of the Disclosure Schedules, no Material Customer has terminated or materially altered its relationship with the Company or has stated its intention to the Company to not continue to do business or to materially alter its relationship with any Subsidiary of the Company. The Company has any outstanding no material disputes concerning its products and/or services or disagreements with any customer or distributor who, in Material Customer. To the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Knowledge of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, there exists no set of facts which could reasonably be expected to furnish a “Significant Customer”), and the Company has not received basis for any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will Material Customers to not continue as a customer of the Company as wholly-owned by the Acquiror to do business or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts alter their respective relationship with the Company as wholly-owned by the Acquiror or such SubsidiaryCompany. The Company No Subsidiary has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholecustomers. (b) All Section 4.16(b) of the Disclosure Schedules sets forth the 15 principal suppliers based on expenses to whom each Company Products soldhas paid consideration for goods or services for the period of January 1, licensed2018 through November 30, leased or delivered 2018, together with the Dollar amount of goods and/or services purchased by the Company or any Subsidiary its Subsidiaries from each such supplier (collectively, the “Material Suppliers”). No Material Suppliers sells to customers and all services provided by or through supplies the Company or its Subsidiaries on an exclusive basis or is an employee, or deemed an employee, of any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or its Subsidiaries. None of the Material Suppliers’ employees, officers or agents are deemed the employees, officers or agents of any Subsidiary giving rise of the Company or its Subsidiaries or cause any of the Company or its Subsidiaries to be responsible in any material Liability relating way for the Debts, Liabilities or obligations of any Material Supplier. No Material Supplier has terminated or materially altered its relationship with any of the Company or its Subsidiaries or has stated its intention to the foregoing Contracts) for replacement Company or repair thereof its Subsidiaries to not continue to do business or other damages in connection therewith in excess to materially alter its relationship with any of any reserves therefor reflected on the Company Balance Sheetor its Subsidiaries. None of the Company or its Subsidiaries have any disputes or disagreements with any Material Supplier. (c) Neither None of the Company nor its Subsidiaries or any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 other Affiliate or the six (6) months ended March 31, 2010, was one agent of the ten (10) largest suppliers of products and/or services to the Company and or its Subsidiaries, based or any other Person acting on amounts paid behalf of or payable (each, a “Significant Supplier”), and the Company has no knowledge of associated with any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth or its Subsidiaries, acting alone or together, has directly or indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier, purchasing group, employee or agent of any customer or supplier or other Person who was, is or may be in Schedule 2.22(c) a position to help or hinder the business of any of the Company Disclosure Letter, neither or its Subsidiaries (including the Business) or assist any of the Company nor or its Subsidiaries in connection with any actual or proposed transaction, in each case which (i) may subject any of the Company or its Subsidiaries has received to any information that damage or penalty in any such Significant Supplier will civil, criminal or governmental litigation or proceeding, (ii) if not continue as a supplier to given in the past, may have had an adverse effect on the assets, business (including the Business), operations or prospects of any of the Company as wholly-owned by or its Subsidiaries or (iii) if not continued in the Acquiror future, may adversely affect the assets, business, operations or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with prospects of any of the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsSubsidiaries.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary Seller has any outstanding material disputes concerning its products and/or services with any customer customer, OEM, VAR, or distributor who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102004, was one of the ten (10) 20 largest sources of revenues for the Company and its SubsidiariesSeller, based on amounts paid or payable (each, a “Significant Customer”), and the Company neither Seller has not received any written notice knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aon Section 2.23(a) of the Company Seller Disclosure Letter. Neither the Company nor any of its Subsidiaries Seller has received any information written, or the knowledge of Sellers, oral notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Business after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror such Seller (or such SubsidiaryAcquiror). The Company Neither Seller has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholehistory. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary Seller has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 20102004, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its Subsidiariessuch Seller, based on amounts paid or payable (each, a “Significant Supplier”), and the Company neither Seller has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(con Section 2.23(b) of the Company Seller Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries Neither Seller has received any information that written, or the knowledge of the Seller, oral notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary Business after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror such Seller (or such SubsidiaryAcquiror). The Company and its Subsidiaries have Each Seller has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesits business, and the Company such Seller has no knowledge of any reason why they the Business will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Section 4.21 of the ten Disclosure Schedule sets forth the 20 largest suppliers (10) largest sources in terms of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(adollars spent) of the Company Disclosure Letter. Neither and the Company nor Subsidiary and the 20 largest customers (in terms of dollars billed) of the Company and the Company Subsidiary during the calendar year 2012 and from January 1, 2013 to the date hereof, together with the dollar amount of goods purchased from each such supplier and the dollar amount billed to each customer during each such period (the “Major Business Partners”). Except as otherwise set forth in Section 4.21 of the Disclosure Schedule, the Company and the Company Subsidiary maintain good relations with the Major Business Partners, and no such party has canceled, terminated, modified or made any threat to cancel, terminate or otherwise modify its relationship with or to decrease its services or supplies or its direct or indirect purchase or usage of the products or services of the Company or the Company Subsidiary. No fact, circumstance, condition or situation exists which, after notice or lapse of time or both, would cause the benefits of any relationship with any of its Subsidiaries has received the Major Business Partners not to continue after the Closing in substantially the same manner as prior to the date of this Agreement. Except as set forth in Section 4.21 of the Disclosure Schedule, no rebates (volume or otherwise) discounts or benefits are due, accruing due or payable to any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by or the Acquiror Company Subsidiary. During the three years preceding the date of this Agreement there has been no substantial change (apart from normal price changes) in (a) the manner in which the Company or such Subsidiarythe Company Subsidiary extends discounts, after credits or warranties to customers or otherwise deals with customers, (b) the Closing practices of the Company or that such Significant Customer intends the Company Subsidiary of ordering supplies or honoring warranties with respect to terminate their business, (c) the customary payment or materially modify existing Contracts collection cycles for, or the terms and conditions of, any payables or receivables or other debt of their business, or (d) the basis or terms on which any Person has been prepared to enter into agreements or to do business with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof)Subsidiary, and conform no change of that kind is expected. Except as otherwise set forth in all material respects to packagingSection 4.21 of the Disclosure Schedule, advertising and marketing materials and to applicable product or service specifications or documentation. Neither no supplier of the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to is a sole source supplier, nor during the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on last twelve months, has the Company Balance Sheet. (c) Neither the Company nor been dependent upon any Subsidiary has any outstanding material dispute concerning products and/or services provided one supplier for more than 10% by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any value of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termspurchases.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aSection 3.18(a) of the Company Seller Disclosure LetterSchedules identifies the revenues received from the top twenty customers of the Industrial Wood Business in the fiscal year ended October 28, 2016 (the “Key Customers”). Neither As of the Company date of this Agreement, none of the Key Customers has cancelled or otherwise terminated, or, to the Knowledge of Seller, threatened in writing to cancel or otherwise terminate its relationship with Seller or any of the Industrial Wood Subsidiaries with respect to the Industrial Wood Business. As of the date of this Agreement, neither Seller nor any of its the Industrial Wood Subsidiaries has received any information written notice from any Significant Customer such Key Customer, nor does Seller have Knowledge, that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Key Customer intends to terminate cancel or otherwise materially and adversely modify existing Contracts its relationship (including by seeking to renegotiate contractual terms) with the Company as wholly-owned by the Acquiror Seller or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent the Industrial Wood Subsidiaries with past history and those returns that would not have a Material Adverse Effect on respect to the Company and its Subsidiaries, taken as a wholeIndustrial Wood Business. (b) All Company Products soldSection 3.18(b)(i) of the Seller Disclosure Schedules sets forth a list of the Industrial Wood Business’s top five (5) suppliers of goods or services in terms of aggregate purchases by Seller and any Industrial Wood Subsidiary for the fiscal years ended October 28, licensed2016 (the “Key Suppliers”). As of the date of this Agreement, leased none of the Key Suppliers has cancelled or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitmentsotherwise terminated, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (andor, to the knowledge Knowledge of the CompanySellers, there is no legitimate basis for any present threatened in writing to cancel or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company otherwise terminate its relationship with Seller or any Subsidiary giving rise to any material Liability relating of the Industrial Wood Subsidiaries with respect to the foregoing ContractsIndustrial Wood Business. Except as set forth on Section 3.18(b)(ii) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers Seller Disclosure Schedules, no supplier of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, Industrial Wood Business is a “Significant Supplier”), and the Company has no knowledge sole source of supply of any material dissatisfaction on the part of good or material service to Seller or any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier Industrial Wood Subsidiary with respect to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsIndustrial Wood Business.

Customers and Suppliers. (a) Neither The Company Offerings or services are only provided to Significant Customers under the terms of the warranty described in Schedule 3.20(a) of the Company nor Disclosure Letter. (b) Schedule 3.20(b)(i) of the Company Disclosure Letter sets forth a list of all current customers of the Company as of the Agreement Date (each a “Company Customer”). As of the Agreement Date, none of the Company Customers has terminated or cancelled its relationship with the Company. All Company Customers are current in their payment of invoices and the Company does not have any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer Company Customer that arose and remained unresolved. Schedule 3.20(b)(ii) of the Company Disclosure Letter sets forth the top 150 customers of the Company based on payments received or distributor who, in due over the year ended September 30, 2009 or the six (6) 12 complete calendar months ended March July 31, 2010, was one of the ten 2017 (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, each a “Significant Customer”). Since January 1, and 2016, the Company has not received any written notice of any material dissatisfaction on or, to the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) Knowledge of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information Company, oral notice from any Significant Customer that such Significant Customer customer will not continue as a customer customer, as the case may be, of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, after the Closing Parent) or that such Significant Customer customer intends to terminate terminate, breach or materially modify request a material modification to existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryParent). The None of the Company has not had any of its products Offerings have been returned by a purchaser thereof any such Significant Customer except for normal warranty returns consistent with past history and those such returns that would not have result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered reversal of any material amount of revenue by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither Schedule 3.20(c) of the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in Disclosure Letter sets forth the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest top 25 vendors and suppliers of technical products and/or and services to the Company and its Subsidiaries, based on amounts paid or payable by the Company to such suppliers from January 1, 2017 through July 31, 2017 (each, a “Significant Supplier”). The Company is current in its payments to all Significant Suppliers and the Company, and as of the Agreement Date, does not have any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that remain unresolved. Since January 1, 2016, the Company has no knowledge not received any written or, to the Knowledge of any material dissatisfaction on the part of Company, oral notice from any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary after the Closing Parent) or that such Significant Supplier supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryParent). The Company and its Subsidiaries have has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company Business, and the Company has no knowledge Knowledge of any reason why they will the Company would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the fiscal year ended September 30, 2009 2007 or the six (6) months ended March 31June 30, 20102008, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Customer”"), and neither the Company nor any Company Subsidiary has not received any written notice Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.21(a) of the Company Disclosure LetterSchedule. Neither the Company nor any of its Subsidiaries Company Subsidiary has received any information written, or to the Knowledge of the Company or any Company Subsidiary, oral notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by (or of the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company. No customer of the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased has any right to any credit or delivered refund for products sold or services rendered or to be rendered by the Company pursuant to any Contract with or any Subsidiary to customers and all services provided by or through practice of the Company or any Subsidiary to customers on or prior other than pursuant to the Closing Date conform Company's normal course return policy, which is described in all material respects to applicable contractual commitments, express and implied warranties (to reasonable detail in Section 3.21 of the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Company Disclosure Schedule Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the fiscal year ended September 30, 2009 2007 or the six (6) months ended March 31June 30, 2010, 2008 was one of the ten (10) largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “"Significant Supplier”"), and neither the Company nor any Company Subsidiary has no knowledge any Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.21(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries Company Subsidiary has received any information that written, or the Knowledge of the Company or any such Company Subsidiary, oral notice from any Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or to the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company and its the Company Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company Businesses, and neither the Company nor any Company Subsidiary has no knowledge any Knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6Schedule 4.23(a) months ended March 31, 2010, was one sets forth a list of the ten (10) largest sources customers of revenues the Business, as measured by revenue, for each of fiscal year 2013, fiscal year 2014 and fiscal year 2015, showing the Company approximate aggregate total receipts by each of Intasco and its Subsidiaries, based on amounts paid or payable Intasco USA for each such customer during such period (each, a “Significant CustomerMaterial Customers”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) All Material Customers continue to be customers of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries Business and neither Intasco or Intasco USA has received written or, to the Seller’s Knowledge, oral notice that any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Material Customer intends to terminate its business relationship with Intasco or materially modify existing Contracts with Intasco USA or to cease to purchase or adversely change in a significant manner the Company as wholly-owned by quantity purchased from either of any products or services or the Acquiror pricing or such Subsidiary. The Company has not had any other material economic terms of its products returned by a purchaser thereof except for normal warranty returns consistent business with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeeither Intasco or Intasco USA. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing ContractsSchedule 4.23(b) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one sets forth a list of the ten (10) largest suppliers of products and/or services the Business, as measured by costs, for each of fiscal year 2013, fiscal year 2014 and the fiscal year 2015, showing the approximate aggregate total expenditures by each of Intasco or Intasco USA for each such supplier during such period (“Material Suppliers”). Neither Intasco nor Intasco USA has received written, or, to the Company and its SubsidiariesSeller’s Knowledge, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information oral notice that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Material Supplier intends to terminate its business relationship with either or materially modify existing Contracts to cease to supply or adversely change in a significant manner its price or terms to either of any products or services. (c) Within the last twelve (12) months (i) there has been no material adverse change in the relationships of either Intasco or Intasco USA with the Company as wholly-owned by the Acquiror its (A) Material Suppliers, or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses(B) Material Customers, and (ii) there has been no incentive or other benefits, time sensitive or otherwise, offered to any distributor or other customer by or on behalf of either Intasco or Intasco USA to induce them to purchase inventory or services in excess of the Company has no knowledge amounts they would purchase in the ordinary course in the absence of any such incentives or benefits. (d) To Seller’s knowledge, there is no reason why they to anticipate that the benefits of any relationship with any of the Material Customers or Material Suppliers will not continue after the Closing in substantially the same manner as prior to have such access on commercially reasonable termsthe date of the Agreement.

Customers and Suppliers. (a) Neither Customers. Section 3.14(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in Disclosure Letter sets forth the year ended September 30, 2009 or the six twenty (620) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for customers from which the Company and its SubsidiariesSubsidiaries received the greatest amount of revenues during the twelve-month periods ended December 31, based on amounts paid or payable 2018 and December 31, 2019 and the 10-month period ended October 31, 2020 (each, a “Significant Customer”), and ) showing the amount of revenues recognized by the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each from each such Significant Customer is listed during each such period. Except as set forth in Schedule 2.22(aSection 3.14(a) of the Company Disclosure Letter. Neither , since January 1, 2019, no Significant Customer has notified in writing the Company nor or any of its Subsidiaries that it has received terminated or reduced, or in any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror material respect modified or such Subsidiarycancelled, after the Closing or that such Significant Customer intends to terminate or materially reduce, or in any material respect modify existing Contracts or cancel, its relationship with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries. Since January 1, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter2019, neither the Company nor any of its Subsidiaries has received a complaint or other correspondence in writing from a Significant Customer (i) describing circumstances which the Company or any information that any of its Subsidiaries would reasonably conclude would have an adverse impact on the Company’s and its Subsidiary’s relationship with such Significant Supplier will not continue as a supplier Customer that would reasonably be expected to be material to the Company and its Subsidiaries, taken as wholly-owned by the Acquiror a whole, or such Subsidiary after the Closing or (ii) that such Significant Supplier it intends to terminate or materially modify existing Contracts with refuse to pay any material amount due to the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries have accessor seeks to exercise any material remedy against the Company or any of its Subsidiaries. To the Knowledge of the Company, there is no unresolved material dispute between the Company or any of its Subsidiaries, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe one hand, and any Significant Customer, on the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsother hand.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Section 4.24 of the ten Disclosure Schedule sets forth (10a) a list showing each of the 20 largest sources customers of revenues for the Company and its SubsidiariesSubsidiaries (on a consolidated basis) by dollar amounts of purchase made by such customer during the 12-month period ended December 31, based on amounts paid or payable 2023 (eachcollectively, a the “Significant CustomerMaterial Customers”), and sets forth opposite such Material Customer’s name the Company has not received any written notice amounts of any material dissatisfaction on purchases made by such customer during such period, and (b) a list showing the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) 10 largest suppliers of the Company Disclosure Letter. Neither and its Subsidiaries (on a consolidated basis) by dollar amounts of purchases made by the Company nor and its Subsidiaries (on a consolidated basis) during the 12-month period ended December 31, 2023 (collectively, the “Material Suppliers”), and sets forth opposite such Material Supplier’s name the amounts of purchases made by the Company and its Subsidiaries (on a consolidated basis) during such period. (b) Since January 1, 2024, no Material Supplier or Material Customer has materially adversely amended or ceased its relationship with, materially decreased the amount of business done with or otherwise adversely modified (whether by amendment of a Contract with the Material Customer or Material Supplier or otherwise) in any material respect the terms of the business conducted with, the Company, and none of the Company or any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (andwritten or, to the knowledge of the Company, there is no legitimate basis for oral notice that (i) any present such Material Supplier or future actionMaterial Customer plans to materially adversely amend or cease its relationship with, suit, proceeding, hearing, investigation, charge, complaint, claim materially decrease the amount of business done with or demand against otherwise adversely modify (whether by amendment of a Contract with the Material Customer or Material Supplier or otherwise) in any material respect the terms of the business conducted with the Company or any Subsidiary giving rise to of its Subsidiaries, including as a result of the transactions contemplated hereby, or (ii) any material Liability relating Material Supplier or Material Customer has requested or, to the foregoing Contracts) for replacement knowledge of the Company, intends to request a material increase or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier whodecrease, respectively, in the year ended September 30, 2009 prices to be paid by or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and or any of its Subsidiaries, based on amounts paid or payable (eachas applicable, a “Significant Supplier”), and other than in the Company has no knowledge ordinary course of any material dissatisfaction on the part of any Significant Supplierbusiness. Each Significant Supplier is listed in Schedule 2.22(c) None of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor or any of its Subsidiaries has received are involved in any information that material disputes, claims, controversies or Actions with any such Significant Material Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsMaterial Customer.

Customers and Suppliers. (a) Neither The Company Offerings or services are only provided to third parties under the terms of the warranty described in Schedule 3.20(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six Disclosure Letter. (6b) months ended March 31, 2010, was one Schedule 3.20(b) of the ten Company Disclosure Letter sets forth the top 100 end customers (10or group of affiliated customers) largest sources and top 10 value-added resellers of revenues for the Company and its Subsidiaries, Subsidiaries based on amounts paid payments received or payable due over the 12 complete calendar months ended prior to the Agreement Date (each, each a “Significant Customer”). All Significant Customers are current in their payment of invoices and none of the Acquired Companies has, and the Company has not had, any material disputes with any Significant Customer that arose and remained unresolved during the past 12 months. During the past 12 months, none of the Acquired Companies has received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information or other written communication from any Significant Customer that such Significant Customer will not continue as a customer or distributor, as the case may be, of any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or such Subsidiary, after the Closing Parent) or that such Significant Customer intends to terminate terminate, breach or materially modify request a material modification to any of its existing Contracts with any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or Parent) or that such Subsidiary. The Company has Significant Customer may not had renew any of its products existing Contracts with any of the Acquired Companies (or the Surviving Corporation or Parent) at the end of the current term of such Contracts. None of the Company Offerings have been returned by a purchaser thereof any such Significant Customer except for normal warranty returns consistent with past history and those such returns that would not have result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered reversal of any material amount of revenue by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance SheetAcquired Companies. (c) Neither Schedule 3.20(c) of the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in Disclosure Letter sets forth the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest top 15 vendors and suppliers of technical products and/or and services to the Company and its Subsidiaries, Acquired Companies based on amounts paid or payable by the Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Significant Supplier”). Each of the Acquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remained unresolved during the past 12 months. The Company has no knowledge Knowledge of any material dissatisfaction on the part of any Significant SupplierSupplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. Each Significant Supplier is listed in Schedule 2.22(c) None of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries Acquired Companies has received any information that written or, to the Knowledge of the Company, oral notice from any such Significant Supplier will that such supplier shall not continue as a supplier to any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or such Subsidiary after the Closing Parent) or that such Significant Supplier supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsParent).

Customers and Suppliers. (a) Neither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, who was one of the ten (10) 20 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2003 (each, a “Significant Customer”"SIGNIFICANT CUSTOMER"), and neither the Company nor any Company Subsidiary has not received any written notice knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.23(a) of the Company Disclosure Letter. Neither Since January 1, 2003, neither the Company nor any of its Subsidiaries has received any information written or, to the Company's knowledge, oral notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company has not had any of its products returned by a purchaser Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any material amount of revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Company Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 2010, 2003 was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”"SIGNIFICANT SUPPLIER"), and neither the Company nor any Company Subsidiary has no any knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.23(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure LetterSince January 1, 2003, neither the Company nor any of its Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company Businesses, and neither the Company nor any of its Subsidiaries has no any knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2012 or the six (6) months month period ended March 31June 30, 20102013, was one of the ten (10) 10 largest sources of revenues for the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a2.19(a) of the Company Disclosure LetterSchedule. Neither As of the date hereof, neither the Company nor any of its Subsidiaries Subsidiary has received any information written communication from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing Subsidiary or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Acquiror). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on properly reserved for in the Company Company’s books and its Subsidiaries, taken as a wholerecords. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September December 31, 2012 or the six-month period ended June 30, 2009 or the six (6) months ended March 31, 20102013, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.19(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure Letterdate hereof, neither the Company nor any of its Subsidiaries Subsidiary has received any information that written communication from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) All sales contracts and orders with customers and suppliers were entered into by or on behalf of Repap USA or any Subsidiary and were entered into in the ordinary course of business for usual quantities and at normal prices. Schedule 3.23 sets forth an accurate, correct and complete list of the ten largest customers and ten largest suppliers of Repap USA and of each Subsidiary, determined on the basis of revenues from items sold (with respect to customers) or costs of items purchased (with respect to suppliers) for each of the fiscal year ended December 31, 1996 and the six-month period ended June 30, 1997. To the Knowledge of Repap, no customer or supplier will cease to do business with Repap USA or any Subsidiary after, or as a result of, the consummation of any transactions contemplated hereby or that any customer or supplier is threatened with bankruptcy or insolvency in any manner that will reasonably likely have a Material Adverse Effect. Neither the Company Repap, Repap USA nor any Subsidiary has of the Subsidiaries knows of any outstanding material disputes concerning fact, condition or event which would adversely affect its products and/or services relationship with any customer or distributor who, supplier in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer manner that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not reasonably likely have a Material Adverse Effect on Effect. Since December 31, 1996, there has been no cancellation of backlogged orders in material excess of the Company and its Subsidiaries, taken as a wholeaverage rate of cancellation prior to such date. (b) All Company Products soldNeither Repap USA, licensedany Subsidiary, leased nor any of their officers or delivered by employees, has, directly or indirectly, given or agreed to give any rebate, gift or similar benefit to any supplier, customer, distributor, broker, governmental employee or other Person, who was, is or may be in a position to help or hinder the Company Business (or assist in connection with any actual or proposed transaction) which could subject Repap USA or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise Buyer to any material Liability relating to the foregoing Contracts) for replacement damage or repair thereof penalty in any civil, criminal or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheetgovernmental litigation or proceeding or which would have a Material Adverse Effect. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than Except as set forth on Schedule 3.23, (i) no Person within the last twelve months has threatened in writing to cancel or otherwise terminate, or to the Knowledge of Repap has threatened orally to cancel or otherwise terminate, the relationship of such Person with Repap USA and each Subsidiary in any manner that will reasonably likely have a Material Adverse Effect, and (ii) no Person during the last twelve months has decreased materially or threatened in writing to decrease or limit materially, or, to the Knowledge of Repap, intends to decrease or limit materially, its supplies to Repap USA or any Subsidiary or its purchase of Repap USA's or any Subsidiary's products or services. Except as set forth on Schedule 2.22(c) of the Company Disclosure Letter3.23, neither the Company nor any of its Subsidiaries has received any information there is no material purchase commitment which provides that any such Significant Supplier supplier will not continue as a be the exclusive supplier to the Company as wholly-owned by the Acquiror of Repap USA or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such any Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, There is no material purchase commitment requiring Repap USA or any Subsidiary to all products and services reasonably necessary to carry on their respective businesses, and purchase the Company has no knowledge entire output of any reason why they will not continue to have such access on commercially reasonable termsa supplier.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2002 or the six (6) eight months ended March August 31, 20102003, was one of the ten (10) 20 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”"SIGNIFICANT CUSTOMER"), and the Company has not received any written notice no knowledge of any material dissatisfaction on the part of any Significant CustomerCustomer with respect to Company Products or Services. Each Significant Customer is listed in on Schedule 2.22(a3.23(a) of the Company Disclosure Letter. Neither Since January 1, 2002, neither the Company nor any of its Subsidiaries has received any information notice (whether written or oral) from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30December 31, 2009 2002 or the six (6) eight months ended March August 31, 2010, 2003 was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”"SIGNIFICANT SUPPLIER"), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.23(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure LetterSince January 1, 2002, neither the Company nor any of its Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company and its Subsidiaries have access, on commercially reasonable terms, access to all products and services reasonably necessary to carry on their respective businessesthe Company Businesses, on the terms set forth in applicable Contracts for such products and services, and the Company has no knowledge of any reason why they it will not continue to have such access on commercially reasonable such terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services any Company Products with any customer customer, user, reseller, distributor, OEM or distributor other licensee who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102018 and/or (ii) the fiscal year ending December 31, was one of the ten 2019 (10) largest sources of as reasonably projected), represented or will represent aggregate revenues for to the Company and its the Subsidiaries, based on amounts paid taken together, of $250,000 or payable more during such period(s) for Company Products (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries Subsidiary has received any information written or, to the Knowledge of the Company, oral notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, any Subsidiary after the Closing consummation of the Transactions or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company as wholly-owned by the Acquiror or such any Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102018 was and/or (ii) in the fiscal year ending December 31, was 2019 is reasonably projected to be, one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, the Subsidiaries based on amounts paid or payable by the Company and the Subsidiaries to such supplier during such period (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its the Subsidiaries has received any information written or, to the Knowledge of the Company, oral notice from any Significant Supplier that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such any Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Second Merger Surviving Entity or such Parent) of any Subsidiary. The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company’s business as presently conducted, and the Company has no knowledge Knowledge of any reason why they it will not continue to have such access on commercially reasonable terms. (c) Neither the Company nor any Subsidiary has any Contracts with any Governmental Entity.

Customers and Suppliers. (ai) Neither the The Company nor any Subsidiary has does not have any outstanding material disputes concerning its any Company products and/or or services with any customer or distributor who, in for the year ended September 30December 31, 2009 2015 or the six (6) months year ended March December 31, 20102016, was one of the ten (10) largest sources of revenues for the Company and its SubsidiariesCompany, based on amounts paid or payable with respect to such periods (each, a “Significant Customer”), and and, to the Knowledge of the Company has not received any written notice of any and Caladrius, there is no material dissatisfaction on the part of any Significant CustomerCustomer with respect to any Company products or services. Each Significant Customer is listed in on Schedule 2.22(a4.2(cc)(i) of the Disclosure Schedule. Except as set forth on Schedule 4.2(cc)(i) of the Disclosure Schedule, Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any information from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by (or the Acquiror or such Subsidiary, Purchaser) after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholePurchaser). (bii) All The Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent does not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has have any outstanding material dispute disputes concerning products and/or services provided by any supplier who, in for the year ended September 30December 31, 2009 2015 or the six (6) months year ended March December 31, 20102016, was one of the ten (10) largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable with respect to such periods (each, a “Significant Supplier”), and there is no material dissatisfaction on the part of the Company has with respect to any Significant Supplier and, to the Knowledge of the Company and Caladrius, there is no knowledge of any material dissatisfaction on the part of any Significant SupplierSupplier with respect to the Company. Each Significant Supplier is listed in on Schedule 2.22(c4.2(cc)(ii) of the Disclosure Schedule. The Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has not received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror or such Subsidiary Purchaser) after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror or such SubsidiaryPurchaser). The Company and its Subsidiaries have has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Business and, and to the Knowledge of the Company has and Caladrius, there is no knowledge of any reason why they the Company will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Schedule 3.21(a) identifies the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the top ten (10) largest sources customers (based on current fiscal year revenues) of revenues for the Company and its Subsidiaries taken as a whole (“Significant Customers”). The relationship of the Company and its Subsidiaries with each of the Significant Customers is a good working relationship, and since the fiscal year ended December 31, 2015, there has not been any material adverse change in the business relationship of the Company with any of its Significant Customers. Except for the expiration of Contracts in the ordinary course of business, no Significant Customer has terminated or threatened in writing to terminate its relationship with the Company or has during the last twelve (12) months materially decreased, limited or otherwise changed the terms and conditions for the purchase of goods or services from the Company or its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”)threatened in writing to do so, and the Company has not received any written notice of or, to the Company’s knowledge, oral communication that indicates any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with do so at any time within the Company as whollysix-owned by months following the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholedate hereof. (b) All Schedule 3.21(b) identifies the top ten (10) suppliers of goods and services (other than subcontractors of the Company Products soldand its Subsidiaries taken as a whole under any Government Contract) of the Company and its Subsidiaries (“Significant Suppliers”), licensedbased on aggregate purchases by the Company and its Subsidiaries taken as a whole for the last completed fiscal year, leased and sets forth the aggregate amount that the Company or delivered by its Subsidiaries paid to each supplier during such period. No Significant Supplier has terminated, or threatened in writing or, to the Company’s knowledge, orally, to terminate, its relationship with the Company or any Subsidiary of its Subsidiaries or has during the last twelve (12) months materially decreased or limited, or otherwise changed in writing the terms and conditions for, the supply of its goods or services to customers and all services provided by or through the Company or any Subsidiary of its Subsidiaries, or threatened in writing to customers do any of the foregoing. Except as set forth on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereofSchedule 3.21(b), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis supplier for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of its Subsidiaries is a sole source of supply of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 good or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services service to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 3.28(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter identifies each of the ten (10) largest sources customers of revenues for the Company and its SubsidiariesSubsidiaries in financial years ended December 31, 2019 and December 31, 2020 based on amounts paid or payable (each, a “Significant Customer”). To the Knowledge of the Company, and none of the Company or any of its Subsidiaries has not received any written notice of any outstanding material dissatisfaction on the part of dispute with any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) As of the Company Disclosure Letter. Neither date of this Agreement, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company or any of its Subsidiaries, as wholly-owned by the Acquiror or such Subsidiaryapplicable, after the Closing or that such Significant Customer customer intends to terminate or materially modify in any material respect existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by Subsidiaries in a purchaser thereof except for normal warranty returns consistent with past history and those returns manner that would not have a Material Adverse Effect on is materially adverse to the Company and its Subsidiaries, taken as a wholeor the applicable Subsidiary. (b) All Company Products sold, licensed, leased or delivered by Section 3.28(b) of the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter identifies each of the ten (10) largest suppliers of products and/or services to the Company and its SubsidiariesSubsidiaries in financial years ended December 31, 2019 and December 31, 2020 based on amounts paid or payable (each, a “Significant Supplier”). To the Knowledge of the Company, and none of the Company nor any of its Subsidiaries has no knowledge of any outstanding material dissatisfaction on the part of dispute with any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) As of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) date of this Agreement, to the Knowledge of the Company Disclosure LetterCompany, neither the Company nor any of its Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to of the Company or any of its Subsidiaries, as wholly-owned by the Acquiror or such Subsidiary after the Closing applicable, or that such Significant Supplier supplier intends to terminate or materially modify in any material respect existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries in a manner that is materially adverse to the Company or the applicable Subsidiary. (c) Each Contract with a Significant Customer and a Significant Supplier is, subject to the Enforceability Exceptions, a valid and binding agreement of the Company or its applicable Subsidiary, except where failure to be valid and binding would not have accessa Company Material Adverse Effect. None of the Company, on commercially reasonable termsits applicable Subsidiary and, to all products and services reasonably necessary to carry on their respective businessesthe Knowledge of the Company, and the any other party thereto, is in material breach or default under any such Contract with a Significant Customer or Significant Supplier, in each case except as would not have a Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsMaterial Adverse Effect.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6Section 2.21(a)(i) months ended March 31, 2010, was one of the Disclosure Schedule sets forth the top ten (10) largest sources customers (or group of revenues for affiliated customers) of the Company and its Subsidiaries, Subsidiaries based on amounts paid or payable revenue during each of the (eachA) twelve-month period ending on December 31, 2020 and (B) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each a “Significant Customer”). Section 2.21(a)(ii) of the Disclosure Schedule sets forth a list of each Contract with a Significant Customer to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries or any of their respective assets or properties is bound as of the Agreement Date. As of the Agreement Date, none of the Significant Customers has terminated or cancelled its relationship with the Company or its Subsidiaries. All Significant Customers are current in their payment of invoices and neither the Company nor any of its Subsidiaries have, and since January 1, 2020 have not had, any material disputes with any Significant Customer. To the Company has not received any written notice of any Company’s Knowledge there is no material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither Since January 1, 2020, neither the Company nor any of its Subsidiaries has have received any information written (or, to the Knowledge of the Company, oral) notice from any Significant Customer that such Significant Customer customer will not continue as a customer customer, as the case may be, of the Company as wholly-owned by or, following the Acquiror Effective Time, Parent or such Subsidiary, after the Closing any of its Affiliates or that such Significant Customer partner intends to terminate terminate, breach or materially modify request a material modification to existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned Subsidiaries or, following the Effective Time, Parent or any of its Affiliates. As of the Agreement Date, there are no warranty claims made, requests for service credits or refunds requested by a purchaser thereof any customer of the Company or any of its Subsidiaries with respect to any Company Offerings except for normal warranty returns claims and refunds consistent with past history or in the Ordinary Course of Business and those returns that would not have result in a Material Adverse Effect on reversal of any material amount of revenue by the Company and or any of its Subsidiaries, taken as a wholethe case may be. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Section 2.21(b)(i) of the CompanyDisclosure Schedule sets forth the top eight (8) vendors, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or and services to the Company and its Subsidiaries, and content partners based on amounts paid or payable by the Company to such vendors, suppliers, and content partners during each of (A) the twelve-month period ending on December 31, 2020 and (B) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each, a “Significant Supplier”). Section 2.21(b)(ii) of the Disclosure Schedule sets forth a list of each Contract with a Significant Supplier to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries or any of their respective assets or properties is bound as of the Agreement Date. The Company and its Subsidiaries, as the case may be, are current in their payments consistent with the payment schedule for such Significant Supplier established and agreed in the Ordinary Course of Business to all Significant Suppliers and neither the Company nor any of its Subsidiaries have, and since January 1, 2020 have not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remain unresolved. To the Company has Company’s Knowledge, there is no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has have received any information that written (or, to the Knowledge of the Company, oral) notice from any such Significant Supplier will that such vendor, supplier, or content partner shall not continue as a supplier to work with the Company or any of its Subsidiaries, as wholly-owned by the Acquiror case may be, or, following the Effective Time, Parent or such Subsidiary after the Closing any of its Affiliates or that such Significant Supplier vendor, supplier, or content partner intends to terminate terminate, breach or materially modify not renew existing Contracts with the Company or any of its Subsidiaries, as wholly-owned by the Acquiror case may be, or, following the Effective Time, Parent or such Subsidiary. The Company and any of its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsAffiliates.

Customers and Suppliers. (a) Neither Schedule 2.25(a) of the Company nor any Subsidiary Disclosure Letter sets forth an accurate list of the aggregate revenues from each of the customers of Seller for the year ended December 31, 2011 and the eight-month period ended August 31, 2012. Seller has any no outstanding material disputes concerning its products and/or services the Products and Services with any such customer or distributor. Except as provided in Schedule 2.25(a) of the Disclosure Letter, the Members have no knowledge (i) that any such customer or distributor who, in intends to cease or materially diminish the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one use of the ten Products and Services or (10ii) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on or other fact or circumstance that could reasonably be expected to cause such customers or distributors to cease or materially diminish the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) use of the Company Disclosure LetterProducts and Services. Neither To the Company nor any knowledge of its Subsidiaries the Members, Seller has not received any information from any Significant Customer customer, reseller or distributor that such Significant Customer will customer, reseller or distributor shall not continue as a customer customer, reseller or distributor of the Company as wholly-owned by the Acquiror or such Subsidiary, Buyer after the Closing or that such Significant Customer customer, reseller or distributor intends to terminate or materially modify existing Customer Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySeller. The Company has Members have not had any of its products the Products and Services returned or discontinued by a purchaser thereof except for normal warranty returns consistent with past history and those returns that as would not have result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholereversal of any revenue by Seller. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Schedule 2.25(b) of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess Disclosure Letter sets forth an accurate list of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any each supplier of Seller who, in for the year ended September 30, 2009 or the six (6) months ended March December 31, 20102011, was one of the ten twenty (1020) largest suppliers of products and/or services to the Company and its SubsidiariesSeller, based on amounts paid or payable (each, a “Significant Supplier”), and the Company . Seller has no outstanding dispute concerning products and/or services provided by any Significant Supplier. Seller has no knowledge (i) that any Significant Supplier intends to cease or materially diminish, or increase the pricing of, the provision of products and/or services to Seller or (ii) of any material dissatisfaction on the part of or other fact or circumstance that could reasonably be expected to cause any Significant SupplierSupplier to cease or materially diminish the provision of products and/or services to Seller. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has The Members have not received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary Buyer after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts contracts with Seller or materially increase the Company as wholly-owned by pricing for the Acquiror or such Subsidiaryproducts and/or services provided to Seller. The Company and its Subsidiaries have Seller has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesbusiness, and the Company has Members have no knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 4.18(a) of the Disclosure Schedules sets forth the top 20 customers of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services in terms of revenue (calculated consistent with any customer or distributor who, the Company’s historical practice) during each of Company’s three preceding fiscal years. Except as set forth in the year ended September 30, 2009 or the six (6Section 4.18(a) months ended March 31, 2010, was one of the ten Disclosure Schedules, no such customer has canceled or otherwise terminated, or, to the Knowledge of the Company, threatened in writing to cancel or otherwise terminate, its relationship with the Company. The Company has not received written notice that any such customer may cancel or otherwise materially and adversely modify its relationship (10including by seeking to renegotiate contractual terms) largest sources of revenues for with the Company and or materially limit its Subsidiariespurchases from the Company. (b) Section 4.18(b) of the Disclosure Schedules sets forth the top 20 suppliers of the Company in terms of revenue (calculated consistent with the Company’s historical practice) during each of Company’s three preceding fiscal years. Except as set forth in Section 4.18(b) of the Disclosure Schedules, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of that there has been any material dissatisfaction on adverse change in the part price of such supplies or services provided by any Significant Customer. Each Significant Customer is listed in Schedule 2.22(asuch supplier (including the Seller and its Affiliates), or that any such supplier (including the Seller and its Affiliates) of will not sell supplies or services to the Company Disclosure Letter. Neither the Company nor at any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, time after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with Date on terms and conditions substantially the Company same as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of those used in its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior current sales to the Closing Date conform in all material respects to applicable contractual commitmentsCompany, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), general and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentationcustomary price increases. Neither To the Company nor any Subsidiary has any Liability (and, to the knowledge Knowledge of the Company, there is no legitimate basis for such supplier has otherwise threatened in writing to take any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against action described in the Company or any Subsidiary giving rise to any material Liability relating to preceding sentence as a result of the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess consummation of any reserves therefor reflected on the Company Balance Sheettransactions contemplated hereby. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier whoSince January 1, in the year ended September 302013, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge not engaged in (i) any trade loading practices or any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or distributors with the purpose of accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in post-Closing periods, (ii) any material dissatisfaction practice with the purpose of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, or (iii) any practice with the part purpose of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of postponing to post-Closing periods payments by the Company Disclosure Letter. Other than as set forth that would otherwise be expected (based on past practice) to be made in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as whollypre-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsperiods.

Customers and Suppliers. (a) Neither The Company Offerings or services are only provided to third parties under the terms of the warranty described in Schedule 3.20(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six Disclosure Letter. (6b) months ended March 31, 2010, was one Schedule 3.20(b) of the ten Company Disclosure Letter sets forth the top 15 customers (10or group of affiliated customers) largest sources and value-added resellers of revenues for the Company and its SubsidiariesSubsidiaries based on payments received or due over the 12 complete calendar months ended prior to the Agreement Date (each a “Significant Customer”). All Significant Customers are current in their payment of invoices and none of the Acquired Companies has, and has not had, any material disputes with any Significant Customer that arose and remained unresolved during the past 12 months. The Company has no Knowledge of any meaningful risk of loss of a Significant Customer. During the past 12 months, none of the Acquired Companies has received any written or, to the Knowledge of the Company, oral notice from any Significant Customer that such customer will not continue as a customer or distributor, as the case may be, of any of the Acquired Companies (or the Surviving Corporation or Parent) or that such customer or distributor, as the case may be, intends to terminate, breach or request a material modification to existing Contracts with any of the Acquired Companies (or the Surviving Corporation or Parent). None of the Company Offerings have been returned by any such Significant Customer except for normal warranty returns consistent with past history and such returns that would not result in a reversal of any material amount of revenue by the Acquired Companies. (c) Schedule 3.20(c) of the Company Disclosure Letter sets forth the top 15 vendors and suppliers of technical products and services to the Acquired Companies based on amounts paid or payable by the Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Significant CustomerSupplier”). Each of the Acquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remained unresolved during the past 12 months. The Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant CustomerSupplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. Each Significant Customer is listed in Schedule 2.22(a) None of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries Acquired Companies has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (andwritten or, to the knowledge Knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of oral notice from any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will supplier shall not continue as a supplier to any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or such Subsidiary after the Closing Parent) or that such Significant Supplier supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Corporation or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsParent).

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aSection 4.19(a) of the Company Shareholders’ Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as Schedule sets forth a customer true and complete list of the Company as wholly-owned top fifteen (15) customers and/or reseller of the Acquired Companies based on the aggregate revenue recognized by the Acquiror or Acquired Companies from such Subsidiarycustomer and/or reseller during the twelve (12)-month period ended December 31, after 2022 (such customers and/or resellers, collectively, the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a “Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCustomers”). (b) All Company Products sold, licensed, leased or delivered Section 4.19(b) of the Shareholders’ Disclosure Schedule sets forth a true and complete list of the top fifteen (15) suppliers of the Acquired Companies based on the aggregate payments made by the Company or any Subsidiary Acquired Companies to customers and all services provided by or through such supplier and/or distributor during the Company or any Subsidiary to customers on or prior to twelve (12)-month period ended December 31, 2022 (such suppliers and/or distributors, collectively, the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof“Material Suppliers”), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither The Acquired Companies have used reasonable business efforts to maintain, and currently maintain, good working relationships with all of its customers, resellers, and suppliers. None of the Acquired Companies’ Material Customers has given any Acquired Company, any Shareholder or any of their Affiliates written or oral notice terminating, canceling, threatening to terminate or cancel, or otherwise adversely modifying the terms of (or reduce business under or otherwise modify the nature or scope of its business with the Acquired Companies) any Contract or relationship with any Acquired Company (or otherwise advising any Acquired Company or any Shareholder of such actions or intentions), nor does any Subsidiary Acquired Company, any Shareholder or any of their Affiliates have any reason to believe that any such Material Customer has any outstanding material dispute concerning products and/or services provided by such intention. None of the Acquired Companies’ Material Suppliers has given any supplier whoAcquired Company, any Shareholder or any of their Affiliates written or oral notice terminating, canceling, threatening to terminate or cancel, or otherwise adversely modifying the terms of (or reduce business under or otherwise modify the nature or scope of its business with the Acquired Companies) any Contract or relationship with any Acquired Company (or otherwise advising otherwise advising any Acquired Company, any Shareholder or any of their Affiliates of such actions or intentions), nor does any Acquired Company, any Shareholder or any of their Affiliates have any reason to believe that any such Material Supplier has any such intention. There are no, and in the year ended September 30past three (3) years there have not been any, 2009 material disputes with any Material Customer or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Material Supplier and no Acquired Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror written or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge oral notice of any reason why they will not continue to have such access on commercially reasonable termsdispute from any Material Customer or Material Supplier.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in each of the year years ended September 30, 2009 or the six (6) months ended March December 31, 20102008 and 2007, was one of the ten (10) 20 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Corporation or Acquiror). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in each of the year years ended September 30, 2009 or the six (6) months ended March December 31, 20102008 and 2007, was one of the ten (10) 20 largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.20(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Corporation or Acquiror). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the top ten (10) largest sources managed service provider customers or top ten (10) largest distributors of revenues for the Company and its the Subsidiaries, based in each case, measured by aggregate contract value for the two year period ending on amounts paid or payable April 30, 2020 (each, a “Significant Customer”), and and, as of the Company has not received any written notice Agreement Date, to the knowledge of any the Company, there is no material dissatisfaction on the part of any Significant CustomerCustomer with respect to any Company Products. Each Significant Customer is listed in on Schedule 2.22(a2.25(a) of the Company Disclosure Letter. Neither As of the Agreement Date, neither the Company nor any of its Subsidiaries Subsidiary has received any information written notice from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by or any Subsidiary (or the Acquiror Surviving Corporation or such Subsidiary, Acquirer) after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by or any Subsidiary (or the Acquiror Surviving Corporation or such SubsidiaryAcquirer). The Since January 1, 2015, neither the Company nor any Subsidiary has not had any of its products Company Products returned by a purchaser thereof except for normal warranty returns consistent (including with past history respect to frequency and those returns that would not have a Material Adverse Effect on magnitude) occurring in the ordinary course of business. No customer, value added reseller or distributor has asserted or threatened in writing to assert any material claim against the Company and of any of its SubsidiariesSubsidiaries alleging injury form the use, taken as a wholeownership or operation of any Company Products. (bi) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability outstanding material disputes concerning products and/or services provided by any supplier, licensor or other third-party vendor who, for the 9-month starting on August 1, 2019 and ending on April 30, 2020, was one of the top ten (and10) suppliers of products and/or services to the Company and the Subsidiaries, based on amounts paid or payable with respect to such periods or sub-period (as applicable) (each, a “Significant Supplier”), (ii) as of the Agreement Date, there is no material dissatisfaction on the part of the Company or any Subsidiary with respect to any Significant Supplier and (iii) as of the Agreement Date, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant SupplierSupplier with respect to the Company or any Subsidiary. Each Significant Supplier is listed in on Schedule 2.22(c2.25(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure LetterAgreement Date, neither the Company nor any of its Subsidiaries Subsidiary has received written notice from any information that any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by or any Subsidiary (or the Acquiror Surviving Corporation or such Subsidiary Acquirer) after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by or any Subsidiary (or the Acquiror Surviving Corporation or such Subsidiary. Acquirer). (c) The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services (including those provided by its payment partners) reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsBusiness.

Customers and Suppliers. (a) The Company Offerings or Services are only provided to third parties under the terms of the warranty described in Schedule 3.25(a) of the Company Disclosure Letter. (b) Neither the Company nor the Operating Subsidiary currently has or previously has had, any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in of the year ended September 30, 2009 Company or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”)Operating Subsidiary, and the Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant Customersuch customer or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Customer such customer is listed in on Schedule 2.22(a3.25(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries the Operating Subsidiary has received any information written or, to the Knowledge of the Company, oral notice from any Significant Customer customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereofParent), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor the Operating Subsidiary has, and has not had, any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or twelve months preceding the six (6) months ended March 31, 2010Balance Sheet Date, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its Subsidiariesor the Operating Subsidiary, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge Knowledge of any material dissatisfaction on the part of any Significant SupplierSupplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed in on Schedule 2.22(c3.25(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither .Neither the Company nor any of its Subsidiaries the Operating Subsidiary has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company or the Operating Subsidiary, as wholly-owned by the Acquiror or such Subsidiary after the Closing applicable, or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by or the Acquiror Operating Subsidiary (or such Subsidiary. The the Surviving Corporation or Parent).Each of the Company and its Subsidiaries have the Operating Subsidiary has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company Business, and the Company has no knowledge Knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer business relationship that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends could reasonably be expected to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect between (i) any Loan Party, on the Company one hand, and its Subsidiariesany customer or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party, or (ii) any Loan Party, on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party; and there exists no present state of facts or circumstances that could give rise to or result in any such termination, cancellation, limitation, modification or change. . The Parent has delivered to the Agents complete and correct copies of the PCC Acquisition Documents, including all schedules and exhibits thereto. The PCC Acquisition Documents, taken as a whole. , set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the PCC Acquisition Documents has been duly authorized by all necessary action (bincluding, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) All Company Products soldon the part of each such Person. No authorization or approval or other action by, licensedand no notice to filing with or license from, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers Governmental Authority is required for such sale other than such as have been obtained on or prior to the Closing Date conform Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in all material respects accordance with its terms. All conditions precedent to applicable contractual commitments, express and implied warranties the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent not subject such waiver is adverse to legally effective express exclusions thereofthe interests of the Agents and the Lenders), and conform no PCC Acquisition Document has been amended or otherwise modified in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, a manner adverse to the knowledge interests of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Agents and the Company or any Subsidiary giving rise to any material Liability relating to Lenders without the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one prior written consent of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”)Agents, and the Company there has been no knowledge breach of any material dissatisfaction on the part term or condition of any Significant SupplierPCC Acquisition Document. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, Except as otherwise described in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aSection 2.26(a) of the Company Disclosure Letter. Neither Schedule, during the Company nor any past 12 months, none of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer the top 50 customers and licensees of the Company as whollybased on payments invoiced in the twelve (12) months ended October 31, 2010 has given written notice, and to the Company’s knowledge no such customer or licensee has given verbal notice, of non-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends renewal to terminate or materially modify existing Contracts with the Company as wholly-owned by with respect to the Acquiror provision of maintenance, support, hosting or subscription services that will represent a decrease or reduction of such Subsidiary. The Company has not had any services during the current or next term of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholesuch agreement. (b) All Company Products sold, licensed, leased or delivered by Except as set forth in Section 2.26(b) of the Company or any Subsidiary to customers and all services provided by or through Disclosure Schedule, during the past 12 months, none of the top 50 suppliers of the Company has indicated that it will stop or any Subsidiary to customers on decrease the rate of supplying materials, products or prior services to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither For each services agreement that has not been fully completed and accepted by the respective customers as of the Closing Date, and which has any “fixed fee,” “not to exceed,” “target price” or similar pricing terms (i) the fees and expenses invoiced for services provided through the Closing Date will not exceed the corresponding milestone for those services and (ii) other than those services agreements for which the aggregate overage does not exceed $200,000, the Company nor will be able to fully complete all services within the agreed contract price, without the need for the Company to provide any Subsidiary free services or write off any invoices or unbilled fees or expenses. (d) For each services agreement that has any outstanding material dispute concerning products and/or services provided not been fully completed and accepted by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one respective customer as of the ten Closing Date, and which has “time and materials” or similar pricing terms, the Surviving Corporation will be able to fully complete all services under that agreement without the need for the Surviving Corporation to provide any free services or write off any invoices or unbilled fees or expenses. (10e) largest suppliers of products and/or services to Each contract between the Company and any of its Subsidiariestop 50 customers that is currently in effect and which requires automatic renewal of any maintenance, based on amounts paid subscription, hosting or payable (eachother service period, a “Significant Supplier”), and allows either the customer or the Company has no knowledge to elect not to renew following the expiration of any material dissatisfaction on an applicable period by giving the part other party advance written notice of any Significant Supplier. Each Significant Supplier is listed non-renewal. (f) Except as set forth in Schedule 2.22(cSection 2.26(f) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) (listed with customer name contract), no contract between the Company and a top 50 customer of the Company Disclosure Letterbased on payments received in the twelve (12) months ended October 31, neither 2010 that is currently in effect and which has annual or periodic fees for maintenance, subscription, hosting or other services, limits the ability of the Company nor to increase such annual or periodic fees for any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsrenewal period.

Customers and Suppliers. (a) The Company does not have any outstanding material disputes with any “app store” or similar distribution platform, and the Company has no knowledge of any material dissatisfaction on the part of any “app store” or similar distribution platform (or revenue source). The Company has not received any information from any “app store” or similar distribution platform (or revenue source) that such “app store” or similar distribution platform (or revenue source) shall not continue as a distribution platform of the Company (or Acquiror) after the Closing or that such “app store” or similar distribution platform (or revenue source) intends to terminate or materially modify existing Contracts with the Company (or Acquiror). (b) Neither the Company nor any Subsidiary has any outstanding material disputes dispute concerning its products and/or services with provided by any customer or distributor supplier who, in for the year ended September 30December 31, 2009 2013 or the six (6) three months ended March 31, 20102014, was one of the ten (10) 10 largest sources suppliers of revenues for products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant CustomerSupplier”), and neither the Company nor any Subsidiary has not received any written notice knowledge of any material dissatisfaction on the part of any Significant CustomerSupplier. Each Significant Customer Supplier is listed in on Schedule 2.22(a2.19(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer Supplier that such Significant Customer will supplier shall not continue as a customer of supplier to the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such Significant Customer supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after (or the Closing Surviving Corporation or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiaryAcquiror). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither The Company Offerings are only provided to third parties under the terms of the warranty described in Section 3.21(a) of the Company Disclosure Schedule, and the Company Offerings have conformed and complied in all material respects with respect to such terms of warranty. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth the top ten (10) customers (or group of affiliated customers) of the Company and its Subsidiaries based on revenue during each of the (1) twelve-month period ending on December 31, 2022 and (2) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each a “Significant Customer”). As of the Agreement Date, none of the Significant Customers has terminated or cancelled its relationship with the Company or its Subsidiaries. All Significant Customers are current in their payment of invoices and neither the Company nor any Subsidiary has of its Subsidiaries has, and since January 1, 2020 have had, any outstanding material disputes concerning its products and/or services with any Significant Customer. Since January 1, 2023, neither the Company nor any of its Subsidiaries has received any written or oral notice from any Significant Customer that such customer will not continue as a customer, as the case may be, of the Company or distributor whoits Subsidiaries or, following the Effective Time, Parent or any of its Affiliates or that such customer intends to (i) cancel, terminate, renegotiate, breach or request a material modification to existing Contracts with the Company or its Subsidiaries; (ii) stop, materially decrease or alter the rate of, or materially change the payment or price terms with respect to, buying products or services from the Company; (iii) materially reduce or alter the frequency or volume of purchase orders (or similar documents) submitted to the Company or any of its Subsidiaries, (iv) fail or refuse to renew any Company Material Contract; or (v) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any state, federal or other jurisdictions or, following the Effective Time, Parent or any of its Affiliates. There are no warranty claims made, requests for service credits or refunds requested by any Significant Customer with respect to any Company Offerings except for normal warranty claims and refunds consistent with past history or in the year ended September 30, 2009 Ordinary Course of Business and that would not result in a reversal of any material amount of revenue by the Company or the six any of its Subsidiaries. (6c) months ended March 31, 2010, was one Section 3.21(c) of the Company Disclosure Schedule sets forth the top ten (10) largest sources vendors and suppliers of revenues for products and services to the Company and its Subsidiaries, Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such vendors and suppliers during each of (i) the twelve-month period ending on December 31, 2022 and (ii) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each, a “Significant CustomerSupplier”). The Company and each of the Subsidiaries, as applicable, is current in its payments consistent with the payment schedule for such Significant Supplier established and agreed in the Ordinary Course of Business to all Significant Suppliers and neither the Company nor any of its Subsidiaries have, and the Company since January 1, 2023 has not received any written notice of had, any material dissatisfaction on the part of dispute concerning Contracts with or products and/or services provided by any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure LetterSupplier that arose or remain unresolved. Neither the Company nor any of its Subsidiaries has received any information written or oral notice from any Significant Customer Supplier that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will shall not continue as a supplier to the Company as wholly-owned by or any of its Subsidiaries or, following the Acquiror Effective Time, Parent or such Subsidiary after the Closing any of its Affiliates or that such Significant Supplier supplier (i) intends to terminate cancel, terminate, renegotiate, breach or materially modify not renew existing Contracts with the Company as wholly-owned by or any of its Subsidiaries; or (ii) stop, materially decrease the Acquiror rate of, or such Subsidiary. The materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company and or any of its Subsidiaries have access(whether as a result of consummation of the transactions contemplated by this Agreement the ancillary documents contemplated hereby or otherwise) or, on commercially reasonable termsfollowing the Effective Time, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Parent or any of any reason why they will not continue to have such access on commercially reasonable termsits Affiliates.

Customers and Suppliers. The Customers and Suppliers Schedule sets forth (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one a list of the top ten (10) largest sources customers of revenues for the Company and its Subsidiaries, based Subsidiaries on amounts paid or payable (each, a “Significant Customer”)consolidated basis by volume of sales to such customers, and (b) a list of the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(atop ten (10) suppliers of the Company Disclosure Letterand its Subsidiaries on a consolidated basis by dollar value of net purchases from such suppliers, for each of the fiscal years ended December 31, 2016, December 31, 2017, and December 31, 2018. Neither the Company nor any of its Subsidiaries has received any information written or, to the Company's knowledge, oral indication from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by customers listed on the Acquiror or Customers and Suppliers Schedule to the effect that any such Subsidiarycustomer will stop, after materially decrease the Closing or that such Significant Customer intends to terminate rate of, or materially modify existing Contracts change the payment or price or other material terms with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its respect to, buying products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by from the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than Except as set forth in Schedule 2.22(c) of on the Company Disclosure LetterCustomers and Suppliers Schedule, neither the Company nor any of its Subsidiaries has received any information written or, to the Company's knowledge, oral indication from any of the suppliers listed on the Customers and Suppliers Schedule to the effect that any such Significant Supplier supplier will not continue as a supplier stop, materially decrease the rate of, or materially change the payment or price or other material terms with respect to, supplying products or services to the Company as wholly-owned by or any of its Subsidiaries. . For the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with past three (3) years: (a) all PII of the Company as wholly-owned and each of its Subsidiaries has been collected and processed by or on behalf of the Acquiror Company or its Subsidiaries in compliance in all material respects with applicable Laws and all PII Statements (including U.S. and Canadian federal, state and provincial Laws relating to privacy or data security and the General Data Protection Regulation (Regulation (EU) 2016/679) and its implementations in the EU Member States); (b) the Company and each of its Subsidiaries has disclosed all PII Processing activities in PII Statements that materially comply with all applicable Laws; and (c) the Company and each of its Subsidiaries has protected such SubsidiaryPII with adequate and reasonable security measures consistent with commercially reasonable practices and materially consistent with applicable Law. The Company and each of its Subsidiaries have accessthe right to use and disclose all of the information in its customer database, on commercially reasonable termsincluding all PII contained therein, as the Company and its Subsidiaries use and disclose such PII in the ordinary course of business. Except as would not be material to the Company, the Company and each of its Subsidiaries has secured all necessary authorization and consent relating to PII as necessary to consummate the transactions contemplated by this Agreement. No lawsuits are pending or, to all products and services reasonably necessary to carry on their respective businessesknowledge of the Company, and threatened, against the Company or any of its Subsidiaries alleging that Company or any of its Subsidiaries (or anyone acting on behalf of the Company and or its Subsidiaries) has no knowledge of violated or has otherwise not complied with any reason why they will not continue applicable Laws or PII Statements with respect to have such access on commercially reasonable termsany PII.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2018 or the six (6) months nine-month period ended March 31, 2010on the Company Balance Sheet Date, was one of the ten (10) 25 largest sources of revenues for the Company and its the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a “Significant Customer”), and the Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a2.20(a) of the Company Disclosure LetterSchedule. Neither the Company nor any of its Subsidiaries Subsidiary has received any information from been notified in writing, or to the Company’s Knowledge, otherwise, by any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, any Subsidiary (or Parent or Acquirer) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiaryany Subsidiary (or Parent or Acquirer). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on properly reserved for in the Company Company’s books and its Subsidiaries, taken as a wholerecords. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30December 31, 2009 2018 or the six (6) months nine-month period ended March 31, 2010on the Company Balance Sheet Date, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a “Significant Supplier”), and the Company has no knowledge Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.20(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries Subsidiary has received been notified in writing, or to the Company’s Knowledge, otherwise, by any information that any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such any Subsidiary (or Parent or Acquirer) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiaryany Subsidiary (or Parent or Acquirer). The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Except as set forth in Schedule 4.33(a) of the Company Seller Disclosure Schedule, neither Seller nor any Subsidiary Seller Entity (i) has any outstanding material disputes concerning its Seller’s or any Seller Entity’s products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company neither Seller nor any Seller Entity has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(acustomer, (ii) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information written or, to the knowledge of Seller or any Seller Entity, oral notice from any Significant Customer customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror Seller or such Subsidiary, any Seller Entity (or Buyer or Parent) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts agreements or arrangements with the Company as wholly-owned by the Acquiror Seller or such Subsidiary. The Company any Seller Entity (or Buyer or Parent) and (iii) has not had any obligation to update or replace any of its products returned their deployed products, whether by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on contract or otherwise, nor has any customer requested any such upgrade or replacement, nor has Seller or any Seller Entity received any customer service requests outside the Company and its Subsidiaries, taken as a wholeordinary course of business. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company Seller nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary Seller Entity has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company vendor and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company neither Seller nor any Seller Entity has no any knowledge of any material dissatisfaction on the part of any Significant Suppliersuch supplier or vendor. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company Neither Seller nor any of its Subsidiaries Seller Entity has received any information written or, to the knowledge of Seller or any Seller Entity, oral notice from any supplier or vendor that any such Significant Supplier will supplier or vendor shall not continue as a supplier or vendor to the Company as wholly-owned by the Acquiror Seller or such Subsidiary any Seller Entity (or Buyer or Parent) after the Closing or that such Significant Supplier supplier or vendor intends to terminate or materially modify existing Contracts agreements or arrangements with the Company as wholly-owned by the Acquiror Seller or such Subsidiaryany Seller Entity (or Buyer or Parent). The Company Each of Seller and its Subsidiaries have any Seller Entity has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesSeller’s and any Seller Entity’s business as presently conducted or presently proposed to be conducted. (c) Except as set forth in Schedule 4.33(c) of the Seller Disclosure Schedule, (i) no single customer of Seller or any Seller Entity accounts for more than fifty (50) individual Listings on any Seller or Seller Entity website, (ii) each customer of Seller or any Seller Entity has paid all applicable fees for Listings on any Seller or Seller Entity website and (iii) no Listings are posted without charge, subject to any discounted or promotional rates or fees (either now or for some time in the Company has no knowledge future) or paid by way of any reason why they will not continue to have such access on commercially reasonable termsbarter or exchange.

Customers and Suppliers. (a) Neither the The Company nor any Subsidiary has any no outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, who was one of the ten (10) 10 largest sources of revenues for the Company and its SubsidiariesCompany, based on amounts paid or payable in the year ended December 31, 2008 (each, a “Significant Customer”), and the Company has not received any written notice no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer, together with the amount of revenues paid or payable by such Significant Customer to the Company in the year ended December 31, 2008, is listed in Schedule 2.22(aon Section 3.20(a) of the Company Disclosure LetterSchedule. Neither Since January 1, 2009, the Company nor any of its Subsidiaries has not received any information written or, to the Company’s knowledge, oral notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing any of its Subsidiaries or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation, Parent or any of its Subsidiaries) or that such Subsidiarycustomer refuses to make payments for products delivered or services rendered. The Company has not had any of its products returned by a purchaser Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any material amount of revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All The Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March December 31, 2010, 2008 was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”), ) and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier, together with the amounts paid or payable by the Company to such Significant Supplier during the year ended December 31, 2008, is listed in Schedule 2.22(con Section 3.20(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of Since January 1, 2009, the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has not received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing any of its Subsidiaries or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation, Parent or such Subsidiaryany of its Subsidiaries). The Company and its Subsidiaries have has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Company Businesses, and the Company has no knowledge of any reason why they it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) a. Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30January 31, 2009 2013 or the six (6) months month period ended March July 31, 20102013, was one of the ten (10) 20 largest sources of revenues for the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and as of the Agreement Date, the Company has not received no outstanding disputes with any written notice of any material dissatisfaction on the part of any it Significant CustomerCustomers. Each Significant Customer is listed in Schedule 2.22(aon Section 2.19(a) of the Company Disclosure LetterSchedule. Neither the Company nor any of its Subsidiaries Subsidiary has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or the Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Acquiror) as a result of the transaction contemplated herein. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on properly reserved for in the Company Company’s books and its Subsidiaries, taken as a wholerecords. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) b. Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30January 31, 2009 2013 or the six (6) months six-month period ended March July 31, 20102013, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its the Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and as of the Agreement Date, the Company has no knowledge outstanding disputes with any of any material dissatisfaction on the part of any its Significant SupplierSuppliers. Each Significant Supplier is listed in Schedule 2.22(con Section 2.19(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries Subsidiary has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary (or the Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Acquiror) as a result of the transactions contemplated herein. The Company and its the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither As of the date of this Agreement, the Company nor any Subsidiary has approximately 75,100 paying users of Company Products (each, a “Customer”). The Company does not have any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company Customer and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any there is no material dissatisfaction on the part of any Significant CustomerCustomer with respect to any Company Products. Each Significant Customer is listed in Schedule 2.22(a) of the The Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any information from any Significant Customer that such Significant Customer will shall not continue as a customer of the Company as wholly-owned by the Acquiror (or such Subsidiary, Parent) after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiaryClosing. The Company has not had any complaints with respect to any Company Products that has or would reasonably be expected to result in a material reversal of its products returned revenue by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. (b) All No Acquired Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102021 was and/or (ii) in the fiscal year ending December 31, was 2022 is reasonably projected to be, one of the ten (10) 20 largest suppliers of products and/or services to the Company and its Subsidiaries, Acquired Companies based on amounts paid or payable by the Acquired Companies to such supplier during such period (each, a “Significant Supplier”). There is no material dissatisfaction on the part of the Acquired Companies with respect to any Significant Supplier and, and to the Company has no knowledge of any the Acquired Companies there is no material dissatisfaction on the part of any Significant SupplierSupplier with respect to the Acquired Companies. Each Significant Supplier is listed in on Schedule 2.22(c3.21(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its the Subsidiaries has received any information that written notice from any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate terminate, decline to renew or materially negatively modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiaryan Acquired Company. The Company and its Subsidiaries Acquired Companies have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Business and, and to the Company has no knowledge of any the Acquired Companies, there is no reason why they the Acquired Companies will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (ai) Neither Section 6.1(t)(i) of the Company Disclosure Letter sets forth the twenty-five (25) largest customers of the Company and its Subsidiaries (based on dollar amounts of products and services purchased from them on a consolidated basis) for the years ending December 31, 2018 and December 31, 2019 (the “Material Customers”) and the dollar amounts for which the Company and its Subsidiaries collectively invoiced such Material Customers during such periods. All Material Customers continue to be customers of the Company and its Subsidiaries and none of them have received any notice, nor does the Company otherwise have Knowledge, that any Subsidiary has any outstanding material disputes concerning Material Customer will materially reduce its products and/or services business with any customer or distributor who, in the Company and its Subsidiaries from the levels achieved during the year ended September 30, 2009 or the six (6) months ended March ending December 31, 20102019. Since the Balance Sheet Date, was one no Material Customer has modified or, to the Knowledge of the ten (10) largest sources of revenues for Company, indicated that it intends to adversely modify its relationship with the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received is currently involved in any information from material claim, dispute or controversy with any Significant Customer that such Significant Customer will not continue as a customer Material Customer. (ii) Section 6.1(t)(ii) of the Company as whollyDisclosure Letter sets forth the twenty-owned five (25) largest vendors of the Company and its Subsidiaries (based on dollar amounts of products and services purchased from them by the Acquiror or Company and its Subsidiaries on a consolidated basis) for the years ending December 31, 2018 and December 31, 2019 (the “Material Vendors”) and the dollar amounts for which the Company and its Subsidiaries were collectively invoiced by such SubsidiaryMaterial Vendors during such periods. All Material Vendors continue to be vendors of the Company and its Subsidiaries and none of them have received any notice, after nor does the Closing or Company otherwise have Knowledge, that such Significant Customer intends to terminate or any Material Vendor will materially modify existing Contracts reduce its business with the Company as wholly-owned by and its Subsidiaries from the Acquiror or such Subsidiarylevels achieved during the year ending December 31, 2019. The Company Since the Balance Sheet Date, no Material Vendor has not had any modified or, to the Knowledge of the Company, indicated that it intends to adversely modify its products returned by a purchaser thereof except for normal warranty returns consistent relationship with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received is currently involved in any information that material claim, dispute or controversy with any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsMaterial Vendor.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2012 or the six (6) months ended March 31June 30, 20102013, was one of the ten (10) 20 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Customer”"), and the Company has not received any written notice no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(aon Part 2.25(a) of the Company Disclosure LetterSchedule. Neither the Company nor any of its Subsidiaries has received any written, or to the Knowledge of the Company, any other, information from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Corporation or Parent). The Company has not had any of its products returned by a purchaser thereof in the year ended December 31, 2012 or the six months ended June 30, 2013 except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholehistory. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30December 31, 2009 2012 or the six (6) months ended March 31June 30, 20102013, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Supplier”"), and the Company has no knowledge Knowledge of any written notice of material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(con Part 2.25(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Corporation or Parent). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge Knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. Section 3.13 of the Business Disclosure Schedule sets forth a complete and accurate list of (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in three (3) largest customers of the Business (measured by aggregate xxxxxxxx) during the fiscal year ended September 30, 2009 or the six (6) months ended March December 31, 20102015, was one including the aggregate xxxxxxxx of each customer, the number of subscribers of each customer as of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”)most recent month-end, and the Company has not received any written notice of any material dissatisfaction on next termination or expiration date under the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that Contract with each such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history customer; and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties three (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (103) largest suppliers of materials, products and/or or services to the Business (measured by the aggregate amount purchased by Seller or an Acquired Company) during the fiscal year ended December 31, 2015, including the amounts purchased under each such Contract. Except as disclosed on Section 3.13 of the Business Disclosure Schedule, since December 31, 2015 through the date hereof, no such customer or supplier has canceled, terminated or otherwise materially altered its business relationship with Seller or any Acquired Company in a manner adverse to Seller, or notified Seller or any Acquired Company of any intent to do so, and no such customer or supplier has made any request or claim for indemnification from Seller or any Acquired Company within the last three (3) years. Section 3.13 of the Business Disclosure Schedule sets forth all current customers and suppliers of the Business who are not parties to written Contracts with Seller or any Acquired Company and its Subsidiariescurrently have in effect with Seller or any Acquired Company oral Contracts primarily relating to the Business, based on amounts paid or payable (each, along with a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) summary of the Company Disclosure Lettermaterial terms of each such oral Contract. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure Letterdate hereof, neither the Company Seller nor any of its Subsidiaries Acquired Company has received any information that payment from any of their respective customers for services to be performed under any Transferred Contract or Acquired Company Contract following the Closing. As of the date hereof, neither Seller nor any Acquired Company owes any amounts under any Transferred Contract or Acquired Company Contract for services rendered to such Significant Supplier will not continue as a supplier Person prior to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsClosing.

Customers and Suppliers. (a) Neither As of the date hereof, neither the Company nor any Company Subsidiary has any outstanding material disputes dispute, which has been communicated in writing, concerning its products and/or services with any customer or distributor who, in the year ended September January 31, 2004 or the three months ended April 30, 2009 or the six (6) months ended March 31, 20102004, was one of the ten (10) 20 largest sources of revenues recognized under GAAP for the Company and its Subsidiaries, based on amounts paid or payable the Company Subsidiaries during such periods (each, a “Significant Customer”"SIGNIFICANT CUSTOMER"), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.22(a) of the Company Disclosure Letter. Neither As of the date hereof, neither the Company nor any of its the Company Subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The As of the date hereof, the Company has not had any of its products the Company Products or Services returned by a purchaser or licensee thereof and has no warranty or indemnity Liability for the Company Products or Services to purchasers or licensees, except for normal warranty returns repair or replacement consistent with past history and those returns repairs or replacements that would not have result in a Material Adverse Effect reversal of any revenue by the Company on the statements of operations included in the Company and its SubsidiariesFinancial Statements. To the Company's knowledge, taken the Company could not reasonably be expected as a wholeresult of warranty or product liability claims against it to recall or modify in any material respect any Company Product or Service that is material to the Company. (b) All Company Products soldAs of the date hereof, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute dispute, which has been communicated in writing, concerning products and/or services provided by any supplier who, in the year ended September January 31, 2004 or the three months ended April 30, 2009 or the six (6) months ended March 31, 20102004, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”"SIGNIFICANT SUPPLIER"), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.22(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) As of the Company Disclosure Letterdate hereof, neither the Company nor any of its the Company Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsAcquiror).

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2015 or the six (6) eight months ended March August 31, 20102016, was one of the ten (10) 10 largest sources of revenues for the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Customer”), and and, to the Company’s Knowledge, no Significant Customer is materially dissatisfied with the Company has not received or any written notice of any material dissatisfaction on the part of any Significant Customerits Subsidiaries. Each Significant Customer is listed in on Schedule 2.22(a) of 3.16(a). To the Company’s Knowledge, the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any information from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by or its Subsidiaries (or the Acquiror Surviving Corporation or such Subsidiary, Parent and its Subsidiaries) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company Surviving Corporation) and its Subsidiaries, taken as a whole. (b) All The Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30December 31, 2009 2015 or the six (6) eight months ended March August 31, 20102016, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”), and and, to the Company’s Knowledge, no Significant Supplier is materially dissatisfied with the Company has no knowledge or any of any material dissatisfaction on the part of any Significant Supplierits Subsidiaries. Each Significant Supplier is listed in on Schedule 2.22(c) of 3.16(b). To the Company’s Knowledge, the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has not received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by or its Subsidiaries (or the Acquiror Surviving Corporation or such Subsidiary Parent and its Subsidiaries) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by (or the Acquiror Surviving Corporation or such SubsidiaryParent and its Subsidiaries). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsits business.

Customers and Suppliers. (a) Neither Except as set forth in Schedule ‎2.20(a) of the Company nor any Subsidiary has Disclosure Schedule, the Company does not have any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30December 31, 2009 2015 or the six (6) months year ended March 31, 2010on the Company Balance Sheet Date, was one of the ten (10) 20 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable billed (each, a “"Significant Customer”"), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a‎2.20(a) of the Company Disclosure LetterSchedule. Neither the The Company nor any of its Subsidiaries has not received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the reduce its consumption of Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeProducts. (b) All The Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent does not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has have any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30December 31, 2009 2015 or the six (6) months year ended March 31, 2010on the Company Balance Sheet Date, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “"Significant Supplier”"), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c‎2.20(b) of the Company Disclosure LetterSchedule. Other than as set forth in Schedule 2.22(c) of the The Company Disclosure Letter, neither the Company nor has not received written notice from any of its Subsidiaries has received any information that any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify its existing Contracts with the Company as wholly-owned with respect to products and services supplied by such Significant Supplier. (c) The accounts receivable shown on the Acquiror Company Balance Sheet (excluding the BWC Receivables) arose in the ordinary course of business, consistent with past practices and represented bona fide transactions. The accounts receivable of the Company arising after the Balance Sheet Date and through the Effective Closing Time (excluding the BWC Receivables) arose or such Subsidiaryshall arise in the ordinary course of business, consistent with past practices and represented or shall represent bona fide transactions. The BWC Receivables represent bona fide transactions. The Company and its Subsidiaries have access, has sent invoices or plans to send invoices relating to the amounts that are included on commercially reasonable terms, to all products and services reasonably necessary to carry Exhibit G as BWC Receivables. No Person has any lien (other than Permitted Encumbrances) on their respective businessesany of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Each account receivable (excluding the Company has no knowledge BWC Receivables) is free and clear of any reason why they will not continue to have such access on commercially reasonable termsall Encumbrances (other than Permitted Encumbrances).

Customers and Suppliers. (a) Neither Section 4.18(a) of the Company nor any Subsidiary has any outstanding material disputes concerning Laguna Disclosure Letter or Orca Disclosure Letter, as applicable, sets forth a list showing the 10 largest customers of Laguna and Orca, as applicable, and its products and/or services with any customer or distributor whorespective Subsidiaries by total sales by Laguna and Orca, in as applicable, and its respective Subsidiaries, taken as a whole, during the year ended twelve (12) month period ending on September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable 2021 (each, a “Significant Customer”). Since September 30, and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each 2021, no Significant Customer is listed has indicated in Schedule 2.22(awriting an intention to (x) of stop purchasing products from Laguna and Orca, as applicable, or its respective Subsidiaries; or (y) change, materially and adversely, the Company Disclosure Letter. Neither terms and conditions on which it purchases products from Laguna and Orca, as applicable, or its respective Subsidiaries, except as, individually or in the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiaryaggregate, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has had not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not reasonably be expected to have a Material Adverse Effect on Effect. (b) Section 4.18(b) of the Company Laguna Disclosure Letter or Orca Disclosure Letter, as applicable, sets forth a list showing the 10 largest suppliers of Laguna and Orca, as applicable, and its respective Subsidiaries by gross sales to Laguna and Orca, as applicable, and its respective Subsidiaries, taken as a whole. , during the twelve (b12) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers month period ending on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable 2021 (each, a “Significant Supplier”). Since September 30, 2021, no Significant Supplier has indicated in writing an intention to (x) stop supplying Laguna and Orca, as applicable, or its respective Subsidiaries; or (y) change, materially and adversely, the terms and conditions on which it is prepared to supply Laguna and Orca, as applicable, or its respective Subsidiaries except as, individually or in the aggregate, had not had and would not reasonably be expected to have a Material Adverse Effect. Each of Laguna and Orca, as applicable, and its respective Subsidiaries has delivered or caused to be delivered to the Company has no knowledge other party true and complete copies of any material dissatisfaction on the part of any each currently effective Contract between Laguna and Orca, as applicable, or its respective Subsidiaries and a Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Section 3.1(36)(a) of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter identifies each of the ten (10) largest sources customers of revenues for the Company and its SubsidiariesSubsidiaries in the financial year ended December 31, 2021 and, separately, the financial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable (each, a “Significant Customer”), and ) together with such amounts paid or payable. The relationships of the Company and its Subsidiaries with such Significant Customers are good commercial working relationships and, to the knowledge of the Company, none of the Company or any of its Subsidiaries has not received any written notice of any outstanding material dissatisfaction on the part of dispute with any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) To the knowledge of the Company Disclosure Letter. Neither Company, neither the Company nor any of its Subsidiaries has received any information written notice from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company or any of its Subsidiaries, as wholly-owned by the Acquiror or such Subsidiaryapplicable, after the Closing or that such Significant Customer customer intends to terminate or materially modify existing in any material respect any Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by Subsidiaries in a purchaser thereof except for normal warranty returns consistent with past history and those returns manner that would not have a Material Adverse Effect on is materially adverse to the Company and its Subsidiaries, taken as a wholeor the applicable Subsidiary. (b) All Company Products sold, licensed, leased or delivered by Section 3.1(36)(b) of the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter identifies each of the ten (10) largest suppliers of products and/or services to the Company and its SubsidiariesSubsidiaries in the financial year ended December 31, 2021 and, separately, the financial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable (each, a “Significant Supplier”), and ) together with such amounts paid or payable. The relationships of the Company has no and its Subsidiaries with such Significant Suppliers are good commercial working relationships and, to the knowledge of the Company, none of the Company or any of its Subsidiaries has any outstanding material dissatisfaction on the part of dispute with any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) To the knowledge of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure LetterCompany, neither the Company nor any of its Subsidiaries has received any information that written notice from any such Significant Supplier will that such supplier shall not continue as a supplier to of the Company or any of its Subsidiaries, as wholly-owned by the Acquiror or such Subsidiary after the Closing applicable, or that such Significant Supplier supplier intends to terminate or materially modify existing in any material respect any Material Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and any of its Subsidiaries have access, on commercially reasonable terms, in a manner that is materially adverse to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsor the applicable Subsidiary.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6Schedule 3.20(a) months ended March 31, 2010, was one of the Sellers’ Disclosure Letter sets forth with respect to the Business the top ten (10) largest sources of revenues for the Company and its Subsidiaries, customers based on amounts aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or payable services for each of the two most recent fiscal years (each, each such customer a “Significant Material Customer”), and for the Company Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. [***] are the top five customers of the RFG Family Entities (on a consolidated basis) based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the date hereof, no RFG Family Entity has not received any written notice of that any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither Material Customers has ceased, or intends to cease after the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer Closing, to use the goods or services of the Company as wholly-owned by the Acquiror RFG Family Entities or such Subsidiary, after the Closing or that such Significant Customer intends to otherwise terminate or materially modify existing Contracts reduce its relationship with the Company as wholly-owned by the Acquiror or such SubsidiaryBusiness. The Company [***] has not had been or will be renewed prior to the termination date set forth in such agreement and the RFG Family Entities and [***] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, as of the date hereof, no RFG Family Entity is party to any agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of its products returned by a purchaser thereof except for normal warranty returns business, consistent with past history and those returns practice. There are no facts or circumstances (including the consummation of the transactions contemplated hereby) that would not are likely to result in the loss of any one such customer or group of customers of any RFG Family Entity or have a Material Adverse Effect on the Company and its Subsidiaries, taken as relationship of any RFG Family Entity with such a wholecustomer or group of customers. (b) All Company Products sold, licensed, leased or delivered by Schedule 3.20(b) of the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior Sellers’ Disclosure Letter sets forth with respect to the Closing Date conform in all material respects Business the top ten suppliers to applicable contractual commitmentswhom the RFG Family Entities (on a consolidated basis) have paid consideration for goods or services rendered based on the aggregate amount paid for each of the two most recent fiscal years (each such supplier a “Material Suppliers”). As of the date hereof, express and implied warranties (no RFG Family Entity has received any written notice that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the extent not subject RFG Entities or to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials otherwise terminate or reduce its relationship with the Business and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Knowledge of the CompanyRFG Family Entities, there is are no legitimate basis for any present facts or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against circumstances (including the Company or any Subsidiary giving rise consummation of the transactions contemplated hereby) that are likely to any material Liability relating to result in the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess loss of any reserves therefor reflected one such supplier or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on the Company Balance Sheetrelationship of any of the RFG Family Entities with such a supplier or group of suppliers. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier whoExcept as set forth on Schedule 3.20(c), in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one as of the ten (10) largest suppliers date hereof, no RFG Family Entity has received any written notice that any of products and/or the Co-Packers has ceased, or intends to cease, to supply goods or services to the Company RFG Family Entities or to otherwise terminate or reduce its relationship with the RFG Entities and its Subsidiariesto the Knowledge of the RFG Family Entities, based on amounts paid there are no facts or payable circumstances (each, a “Significant Supplier”), and including the Company has no knowledge consummation of the transactions contemplated hereby) that are likely to result in the loss of any material dissatisfaction one such Co-Packer or group of Co-Packers by any of the RFG Family Entities or have a Material Adverse Effect on the part relationship of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) RFG Family Entities with such a Co-Packer or group of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as whollyCo-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsPackers.

Customers and Suppliers. (a) Neither Set forth on Schedule 3.25(a)(i) of the Company nor Seller Disclosure Letter are the Business’ twenty (20) largest customers by each Mill, by dollar volume, for each of the two (2) most recent fiscal years, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. None of Seller, any Selling Subsidiary has or any outstanding material disputes concerning its products and/or services Conveyed Entity is engaged in any dispute with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based identified on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a3.25(a)(i) of the Company Seller Disclosure LetterLetter (collectively, the “Specified Customers”) or any material dispute with any other current customer. Neither the Company nor No Specified Customer has notified any of Seller, any Selling Subsidiary or any Conveyed Entity in writing that it intends to terminate or reduce its Subsidiaries has received business relations with Seller, any information from Selling Subsidiary or any Significant Conveyed Entity or otherwise with respect to the Business. None of Seller’s, any Selling Subsidiary’s or any Conveyed Entity’s business relations with any of their respective customers or any of their Contracts with Governmental Authorities was awarded, in whole or in part, because of, or is premised on the small business status, woman-owned business status, woman-operated business status, minority-owned business status, disadvantaged business status, protégé status or other preferential status, in each case, of Seller, any Selling Subsidiary or any Conveyed Entity. The loss of any such status of Seller, any Selling Subsidiary or any Conveyed Entity would not result in a material reduction in Seller’s, any Selling Subsidiary’s or any Conveyed Entity’s business relations with any such customer (it being agreed that any reduction in business relations with any Specified Customer that such Significant Customer will not continue as would be deemed a customer material reduction). (b) Set forth on Schedule 3.25(b) of the Company as wholly-owned Seller Disclosure Letter are the Business’ twenty (20) largest suppliers by each mill, by dollar volume, for each of the Acquiror two (2) most recent fiscal years. None of Seller, any Selling Subsidiary or any Conveyed Entity is engaged in any material dispute with any current supplier, no such Subsidiarysupplier has notified the Seller, after the Closing any Selling Subsidiary or any Conveyed Entity in writing that such Significant Customer it intends to terminate or materially modify existing Contracts reduce its business relations with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had Seller, any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company Selling Subsidiary or any Subsidiary to customers and all services provided by Conveyed Entity or through the Company or any Subsidiary to customers on or prior otherwise with respect to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance SheetBusiness. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Schedule 2.25(a) to the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Disclosure Letter sets forth an accurate list of the revenues generated from each of the top ten (10) largest sources customers and distributors of revenues for the Company and its Subsidiariesthe Company Subsidiaries on an aggregate basis for the year ended December 31, based on amounts paid or payable 2018 (each, a “Significant CustomerCustomers and Distributors”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any Company Subsidiary has outstanding disputes concerning their products or services with any Significant Customer, and, to the Knowledge of its Subsidiaries the Company, no Significant Customer and Distributor intends to cease or diminish the use of the Company Products or services. Neither the Company nor any Company Subsidiary has received any information from any Significant Customer or Distributor that such Significant Customer will customer or distributor shall not continue as a customer or distributor of the Company as wholly-owned by the or any Company Subsidiary (or Acquiror or such Subsidiary, one of its Affiliates) after the Closing or that such any Significant Customer or Distributor intends to terminate or materially modify in a manner adverse to the Company existing Contracts with the Company as wholly-owned by the or any Company Subsidiary (or Acquiror or such Subsidiaryone of its Affiliates). The Neither the Company nor any Company Subsidiary has not had any of its their products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeor any Company Subsidiary. (b) All Company Products sold, licensed, leased or delivered by Schedule 2.25(b) to the Disclosure Letter sets forth an accurate list of each supplier of the business of the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier Subsidiaries who, in for the year ended September 30, 2009 or the six (6) months ended March December 31, 20102018, was one of the ten (10) largest suppliers of products and/or or services to the Company and its or the Company Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any Company Subsidiary has outstanding disputes concerning products or services provided by any Significant Supplier, and, to the Knowledge of its Subsidiaries the Company, no Significant Supplier intends to cease or diminish the provision of products or services to the Company. Neither the Company nor any Company Subsidiary has received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the or any Company Subsidiary (or Acquiror or such Subsidiary one of its Affiliates) after the Closing or that such any Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the or any Company Subsidiary (or Acquiror or such Subsidiary. The Company and one of its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsAffiliates).

Customers and Suppliers. (a) Neither Section 4.21(a) of the Company Disclosure Schedule sets forth a list of the Top Customers. No Top Customer has (i) reduced, cancelled or terminated its business relationship with the Company or any of the Subsidiaries, or (ii), notified or informed the Company or any of the Subsidiaries that it intends to terminate or alter the terms of its buying practices or its business relationship with the Company or any of the Subsidiaries. All Top Customers are current in their payment of invoices and neither the Company nor any Subsidiary of the Subsidiaries has, nor since January 1, 2016, has had, any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Top Customer. Each Significant Customer is listed in Schedule 2.22(a) of To the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Knowledge of the Company, there is no legitimate basis for dissatisfaction on the part of any present Top Customer or future actionany facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. (b) Section 4.21(b) of the Company Disclosure Schedule sets forth a list of the Top Suppliers. No Top Supplier has (i) reduced, suit, proceeding, hearing, investigation, charge, complaint, claim cancelled or demand against terminated its business relationship with the Company or any Subsidiary giving rise to any material Liability relating to of the foregoing Contracts) for replacement Subsidiaries, or repair thereof (ii), notified or other damages in connection therewith in excess of any reserves therefor reflected on informed the Company Balance Sheet. (c) Neither or any of the Subsidiaries that it intends to terminate or alter the terms of its supplying practices or its business relationship with the Company or any of the Subsidiaries. Each of the Company and its Subsidiaries is current in its payments to all Top Suppliers and neither the Company nor any Subsidiary of the Subsidiaries has, nor since January 1, 2016, has had, any outstanding material dispute disputes concerning products and/or services provided by any supplier who, in Top Supplier. To the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one Knowledge of the ten (10) largest suppliers of products and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has there is no knowledge of any material dissatisfaction on the part of any Significant SupplierTop Supplier or any facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesits business, and the Company has Knowledge of the Company, there is no knowledge of any reason why they will the Company or any of its Subsidiaries (whether before or after Closing) would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Disclosure Schedule 3.26 sets forth a true, complete and correct list of the 10 largest customers of the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services and the Subsidiaries and the 10 largest suppliers of the Company and the Subsidiaries, by revenue and purchases (with any customer or distributor whothe name of such customers and suppliers redacted) respectively (by dollar volume) for each of the years ended December 31, in 2014, 2013 and 2012 and the year ended September 30, 2009 or the six (6) months three month period ended March 31, 20102015. Except as disclosed on Disclosure Schedule 3.26, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company Subsidiaries has not received any written notice of indication from any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) supplier of the Company or the Subsidiaries (including those listed on Disclosure Letter. Neither Schedule 3.26) to the effect that, and has no reason to believe that, any such supplier will stop or decrease the rate of supplying materials, products or services to the Company nor any of its or the Subsidiaries. Except as disclosed on Disclosure Schedule 3.26, the Company or the Subsidiaries has not received any information indication from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by or the Acquiror or such Subsidiary, after Subsidiaries (including those listed on Disclosure Schedule 3.26) to the Closing or effect that such Significant Customer intends to terminate customer will stop or materially modify existing Contracts with decrease the rate of buying materials, services or products from the Company or the Subsidiaries; provided, that the foregoing shall not apply to matters caused solely due to the identity of Buyer as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on entity acquiring the Company and its Subsidiaries, taken as a wholeor due to the identity of Guarantor. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to On the Closing Date conform in all material respects to applicable contractual commitmentsDate, express and implied warranties there are not less than ninety-five (to the extent 95) directly invoiced (i.e. not subject to legally effective express exclusions thereofpaying through a 3rd party), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither paying customers of Company with an active contract for the Company nor any Subsidiary has any Liability (and, to the knowledge use of the Company’s services and solutions that were on one or more of the following lists (“Major Organizations”): Fortune 1000 Companies list for 2014, there is no legitimate basis for any present Forbes Global 2000 list (2014), Forbes America’s Largest Private Companies (2014), or future actionForbes 50 Largest U.S. Charities (2014); provided, suithowever, proceedingin some cases, hearingdue to divestiture, investigationmergers, chargeand acquisition activity, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected entity on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 contract or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts invoice with the Company is not listed directly as wholly-owned by a Major Organization; provided, however, that the Acquiror current entity is an Affiliate or Subsidiary of a Major Organization. For purposes of clarification, Company’s customers are not necessarily invoiced monthly, so the foregoing is not intended to imply that an invoice was sent to any of such Subsidiary. The Company and its Subsidiaries have access, customers on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsClosing Date.

Customers and Suppliers. (a) Neither Schedule 2.25 to the Company nor any Subsidiary has any Disclosure Letter sets forth an accurate list of the revenues generated from each of the top 20 customers and distributors of the Edgetech Entities for the year-ended December 31, 2010 (“Significant Customers and Distributors”). The Edgetech Entities have no outstanding material disputes concerning its products and/or services with any customer Significant Customer or distributor who, in the year ended September 30, 2009 or the six Distributor. Neither Parent nor Holdco has any knowledge (6i) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Customer or Distributor, (ii) that any Significant Customer is listed in Schedule 2.22(aor Distributor intends to cease or materially diminish the use of the Edgetech Entities’ products or services, or (iii) of any fact or circumstance that could reasonably be expected to cause any Significant Customer or Distributor to cease or materially diminish the Company Disclosure Letteruse of the Edgetech Entities’ products or services in the foreseeable future. Neither the Company nor any of its Subsidiaries has The Edgetech Entities have not received any information from any Significant Customer or Distributor that such Significant Customer will customer or distributor shall not continue as a customer or distributor of the Company as wholly-owned by Edgetech Entities (or the Acquiror Surviving Corporation or such Subsidiary, Acquiror) after the Closing or that such any Significant Customer or Distributor intends to terminate or materially modify existing Contracts with the Company as wholly-owned by Edgetech Entities (or the Acquiror Surviving Corporation or such SubsidiaryAcquiror). The Company has Edgetech Entities have not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeEdgetech Entities. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior Schedule 2.25 to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Disclosure Letter sets forth an accurate list of each supplier of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier Edgetech Entities who, in for the year year-ended September 30, 2009 or the six (6) months ended March December 31, 2010, was one of the ten (10) 10 largest suppliers of products and/or services to the Company and its SubsidiariesEdgetech Entities, based on amounts paid or payable (each, a “Significant Supplier”), and the Company . The Edgetech Entities have no outstanding material dispute concerning products and/or services provided by any Significant Supplier. Neither Parent nor Holdco has no any knowledge (i) of any material dissatisfaction on the part of any Significant Supplier. Each , (ii) that any Significant Supplier is listed in Schedule 2.22(cintends to cease or diminish the provision of products and/or services to the Edgetech Entities, or (iii) of any fact or circumstance that could reasonably be expected to cause any Significant Supplier to cease or diminish the Company Disclosure Letterprovision of products and/or services to the Edgetech Entities in the foreseeable future. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has The Edgetech Entities have not received any information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by Edgetech Entities (or the Acquiror Surviving Corporation or such Subsidiary Acquiror) after the Closing or that such any Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by Edgetech Entities (or the Acquiror Surviving Corporation or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsAcquiror).

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one None of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary Acquired Companies has any outstanding material dispute concerning products and/or services provided by any supplier who, in for the year ended September 30December 31, 2009 2014 or the six (6) eight months ended March August 31, 20102015, was one of the ten (10) 20 largest suppliers of products and/or services to the Company and its SubsidiariesAcquired Companies, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.19(a) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) None of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries Acquired Companies has received any information that in writing or, to the knowledge of the Company, otherwise from any such Significant Supplier will that such supplier shall not continue as a supplier to any of the Company as wholly-owned by the Acquiror or such Subsidiary Acquired Companies after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with any of the Company as wholly-owned by Acquired Companies (or the Acquiror Surviving Entity or such SubsidiaryAcquiror). The Company and its Subsidiaries have Each of the Acquired Companies has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businessesthe Business, and the Company has no knowledge of any reason why they it will not continue to have such access on commercially reasonable terms. (b) None of the Acquired Companies has any outstanding material dispute concerning any Company Products provided to any customer of the Business who, for the year ended December 31, 2014 or the eight months ended August 31, 2015, was one of the 20 largest customers of the Business, based on amounts paid or payable (each, a “Significant Customer”), the Company has no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.19(b)-1 of the Company Disclosure Letter. None of the Acquired Companies has received any information in writing or, to the knowledge of the Company, otherwise from any Significant Customer that such customer shall not continue as a customer of any of the Acquired Companies after the Closing or that such customer intends to terminate or materially modify existing Contracts with any of the Acquired Companies (or the Surviving Entity or Acquiror). All of the Contracts with the customers of the Business (including the Standard Outbound IP Agreements) (or purported to be Contracts with customers of the Business) are valid and enforceable and have been entered into on behalf of the Business by the Irish Subsidiary, except as specifically disclosed on Schedule 2.19(b)-2.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September December 31, 2012 or the 6 month period ended June 30, 2009 or the six (6) months ended March 31, 20102013, was one of the ten twenty (1020) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable in such periods (each, a “Significant Customer”), and the Company has not received any written notice no knowledge of any material dissatisfaction with the Company on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any written information from any Significant Customer that such Significant Customer will customer shall not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Entity or Acquirer). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have result in a Material Adverse Effect on reversal of any revenue by the Company and its Subsidiaries, taken as a wholeCompany. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September December 31, 2012 or the 6 month period ended June 30, 2009 or the six (6) months ended March 31, 20102013, was one of the ten twenty (1020) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable in such periods (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction with the Company on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c2.20(b) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither Neither the Company nor any of its Subsidiaries has received any written information that from any such Significant Supplier will that such supplier shall not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such Significant Supplier supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such SubsidiarySubsidiary (or the Surviving Entity or Acquirer). The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Neither Schedule 2.19(a) to the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any Disclosure Memorandum sets forth an accurate and complete list of each customer of Seller or distributor who, in the Business by revenue during the year that ended September 30on December 31, 2009 or 2023, and for the six (6) three months ended March 31, 20102024 (such periods, was one the “Reference Period”) (collectively, the “Material Customers”), showing the approximate total revenues from each such Reference Period. No Material Customer has, during the 12 months prior to the Agreement Date, decreased or limited in any material respect or, to the Knowledge of Seller, threatened to decrease or limit in any material respect, its purchase of the ten Seller Products. Seller has not received any notice of, and, to the Knowledge of Seller, no circumstance exists that would cause Seller to expect, any material modification to Seller’s relationship with any Material Customer, nor is there or has there been, during the Reference Period, any material dispute with or Claim by any of Seller’s customers concerning the purchase of the Seller Products. Seller has not received any notice of, and, to the Knowledge of Seller, no circumstance exists that may cause Seller to expect, any customer allegations of any material defect or Claim in respect of any Seller Products. (10b) largest sources Schedule 2.19(b) to the Disclosure Memorandum sets forth an accurate and complete list of revenues for the Company Seller’s top 15 suppliers, vendors, and its Subsidiaries, based on amounts paid or payable other third-party service providers (each, a “Significant CustomerVendor” and each Vendor required to be set forth on Schedule 2.19(b) to the Disclosure Memorandum, a “Material Vendor”), and by the Company amount of payments made to each such Material Vendor during the Reference Period, showing the approximate total payments to each such Material Vendor during the Reference Period. No Material Vendor has during the Reference Period decreased or limited in any material respect or, to the Knowledge of Seller, threatened to decrease or limit in any material respect, its supply or services to Seller. Seller has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiaryof, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge Knowledge of the CompanySeller, there is no legitimate basis for any present or future actioncircumstance exists that would cause Seller to expect, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating modification to Seller’s relationship with any Material Vendor, nor is there or has there been, during the foregoing Contracts) for replacement Reference Period, any material dispute with or repair thereof Claim by any Vendor concerning such Vendor’s supply or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheetservices to Seller. (c) Neither Seller has made available to Buyer a register of all written Claims received by Seller during the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) 36 months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services prior to the Company and its Subsidiaries, based on amounts paid Agreement Date from any customer or payable (each, a “Significant Supplier”), and the Company has no knowledge Vendor other than in respect of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror ordinary course delivery delays or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable termsproduct returns.

Customers and Suppliers. (a) Neither the Company nor any Subsidiary of its Subsidiaries has any outstanding material disputes dispute concerning its products goods and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31June 30, 20102008, was one of the ten (10) largest sources of revenues revenue for the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in on Schedule 2.22(a3.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information a written notice from any Significant Customer that such Significant Customer customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, Subsidiary of Company (or the Surviving Company) after the Closing or that any such Significant Customer customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Subsidiary of Company has not had any (or the Surviving Company) or reduce the amount paid to Company or such Subsidiary of its Company (or the Surviving Company) for products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeservices. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary its Subsidiaries has any outstanding material dispute concerning products goods and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31June 30, 20102008, was one of the ten (10) largest suppliers of products goods and/or services to the Company and its SubsidiariesCompany, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in on Schedule 2.22(c3.20(b) of the Company Disclosure Letter. Other than Neither Company nor any of its Subsidiaries has received a written notice from any Significant Supplier that such supplier will not continue as set forth in Schedule 2.22(ca supplier of Company or such Subsidiary of Company (or the Surviving Company) after the Closing or that any such supplier intends to terminate or materially modify existing Contracts with Company or such Subsidiary of Company (or the Company Disclosure Letter, neither the Surviving Company). Neither Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror notice of termination or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge interruption of any reason why they will not continue to have such access on commercially reasonable termsexisting Material Agreements with any Significant Supplier.