Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective terms.

Customers and Suppliers. (a) Section 3.26(a) Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company Disclosure Letter sets forth a true and complete list all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the ten (10) largest (measured by gross revenue to the Company and all its Subsidiaries on a consolidated basis) customers (eachSubsidiaries, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 has canceled or Material Company Vendor has terminated or cancelledotherwise terminated, or notified made any written threat to the Company or any of its Subsidiaries that it intends Subsidiary to terminate cancel or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materiallyotherwise terminate, its relationship with the Company or any of 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 or 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 decrease materially its services or 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, has canceled or otherwise terminated, or made any written threat to the Company to 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 no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a manner materially adverse benefit to the Company or any of its Subsidiaries. As of Subsidiary that was not intended by the date of this Agreementparties, neither the Company nor any of its Subsidiaries is agreement with, or engaged in a material dispute any fraudulent conduct with a Material Company Customer respect to, any customer or Material Company Vendor. From June 30, 2023 to the date supplier of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiariesany Subsidiary. The Disclosure Memorandum with specific reference to this Section, except changes made in sets forth the ordinary course dates of business consistent with past practices which changes in the aggregate would not be materially adverse to each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries, taken as a whole. As Subsidiaries and summaries of the date results of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsaudits.

Customers and Suppliers. (a) Section 3.26(a) of Neither the Company Disclosure Letter sets forth a true and complete list 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 (measured by gross revenue to sources of revenues for the Company and its Subsidiaries Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”) to ), and the Company and its Subsidiaries for has not received any written notice of any material dissatisfaction on the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(bpart of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in has received any information from any Significant Customer that such Significant Customer will not continue as a material dispute 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 a Material the Company Customer as wholly-owned by the Acquiror or Material such Subsidiary. The Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms not had any of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, products returned by a purchaser thereof except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes in the aggregate history and those returns that would not be materially adverse to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement. (b) All Company Products sold, all amounts due and owing licensed, leased or delivered by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid 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 accordance 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) Section 3.26(aAs 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 December 31, 2006, was one of the 20 largest sources of revenues for the Company and the Company Subsidiaries, 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 the Company or any Company Subsidiary and such Significant Customer. Each Significant Customer is listed on Schedule 3.20(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this AgreementAgreement Date, neither the Company nor any of its the Company Subsidiaries is engaged in has received any written notice from any Significant Customer that such customer shall not continue as a customer of the Company (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially adversely modify the existing Contracts with the Company. (b) As of the Agreement Date, neither the Company nor any Company Subsidiary has any outstanding material dispute with a Material Company Customer or Material Company Vendor. From June 30concerning products and/or services provided by any supplier who, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms year ended December 31, 2006, was one of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course 10 largest suppliers of business consistent with past practices which changes in the aggregate would not be materially adverse products and/or services to the Company and its the Company Subsidiaries, taken as based on amounts actually paid by the Company and the Company Subsidiaries during such periods (each, a whole“Significant Supplier”) that would reasonably be expected to result in a material deterioration in, or termination of, the relationship between the Company or any Company Subsidiary and such Significant Supplier. Each Significant Supplier is listed on Schedule 3.20(b) of the Company Disclosure Letter. As of the date of this AgreementAgreement Date, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, neither the Company or nor any of its the Company Subsidiaries have been paid in all material respects in accordance has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially adversely modify the existing Contracts with their respective termsthe Company.

Customers and Suppliers. (a) Section 3.26(aNeither the Company nor any of its Subsidiaries has any outstanding material disputes concerning the Company Products with any customer or distributor who, in the period between April 1, 2009 through March 31, 2010, was one of the fifteen (15) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a "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 on ‎Section 4.24(a) of the Company Disclosure Letter sets forth a true and complete list Schedule. 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 any outstanding material dispute concerning products and/or services provided by any supplier who, in the period between April 1, 2009 through March 31, 2010, was one of the ten (10) largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Customer”) "Significant Supplier"). Each Significant Supplier, as well as the total payments to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures each such Significant Supplier by the Company and its Subsidiaries since April 1, 2009 through March 31, 2010, is listed on a consolidated basis‎Section 4.24(b) vendors (eachof the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has received any written, a “Material Company Vendor”) or to the Company's Knowledge, oral notice from any Significant Supplier that such supplier intends to terminate or materially modify existing Contracts with the Company and (or the Surviving Corporation) or materially reduce the volume of its Subsidiaries for business with the twelve (12) month period ending on June 30, 2023Company. (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. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in a material dispute deviation from timely performance of any delivery and/or payment obligation, as the case may be, under any Contract with a Material Company Significant Customer or Material Company Vendor. From June 30, 2023 Significant Supplier with respect to which the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Significant Customer or Material Company Vendor that is materially adverse Significant Supplier provided written notice to the Company that it is entitled to any liquidated damages or its Subsidiariesother monetary penalty that exceeds, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiariesfor such Significant Customer or Significant Supplier, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsUS$100,000.

Customers and Suppliers. (a) Section 3.26(aSchedule 5.14(a) of the Company Disclosure Letter sets forth a true true, correct and complete list of the ten top five (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis5) customers of Seller for the Business (each, a “Material Company Customer”by sales revenue) to the Company and its Subsidiaries for which Seller made sales during the twelve (12) month period ending on June 30ended July 31, 20232014 (collectively, “Major Customers”). Except as set forth in Schedule 5.14(a) of the Seller Disclosure Schedule, since July 31, 2013, Seller has not received any written or, to the Knowledge of Seller, oral notice from a Major Customer that such Major Customer will (or has threatened to) cancel, terminate, materially limit or materially and adversely modify 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 ordinary course of business. (b) Section 3.26(bSchedule 5.14(b) of the Company Disclosure Letter sets forth a true true, correct and complete list of the top 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 of Seller for the Business (by sales revenue) from which Seller purchased products or services during twelve (12) month period ending on June 30July 31, 20232014 (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) As Schedule 5.14(c) sets forth Seller’s standard warranty policy as of the date hereof. Products manufactured, designed, licensed, leased or sold by Seller (A) were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects. No assertion 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 material product liability is pending or, to the Company’s knowledgeKnowledge of the Seller, threatened in writing by any Person, against Seller relating to decrease materiallyany Product. There has not been, its relationship with the Company nor is there under consideration by Seller, any Product recall or post-sale warning conducted by or on behalf of Seller concerning any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsProduct.

Customers and Suppliers. (a) Section 3.26(a) 3.22 of the Company Disclosure Letter Schedule sets forth a true correct and complete list of the ten (10) largest suppliers (measured by gross revenue dollar volume) of products or services to the Company and its Subsidiaries on a consolidated basis) customers (eachSubsidiaries, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest customers (measured by gross expenditures dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person 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, 2023during such periods. There are no outstanding disputes with any of such suppliers or customers. (cb) As Since June 1, 2015, none of the date suppliers listed on Section 3.22 of this Agreement, no Material Company Customer or Material Company Vendor the Disclosure Schedule has terminated or cancelledindicated that it shall stop, or notified materially decrease the Company rate of, supplying materials, products 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse services to the Company or its Subsidiaries, except changes made in or otherwise materially change the ordinary course terms of business consistent its relationship with past practices which changes in the aggregate would not be 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 adverse decrease the rate of, supplying products or services to the Company and or its Subsidiaries 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 transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, taken as a whole. As nor any of the date Seller Parties know of this Agreementany fact, all amounts due and owing by such Material Company Customer to, condition or to such Material Company Vendor by, event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially 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 or its Subsidiaries. Neither the 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 materially decrease the rate of, buying products or services from the Company or its Subsidiaries have been paid in all material respects in accordance or otherwise materially change the terms of its relationship with their respective termsthe Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer 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) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged has any outstanding material disputes concerning any Company Products with any customer who in a material dispute with a Material Company Customer or Material Company Vendor. From any of the three fiscal years ended June 30, 2023 to 2017 was one of the date ten (10) largest customers of this Agreement, there has been no material change in the pricing Company Products based on amounts paid or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse payable to the Company or its SubsidiariesSubsidiaries by such customers (each, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate a “Significant Customer”). Except as would not reasonably be materially adverse expected to be material to the Company and its Subsidiaries, taken as a whole. , as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or any of its Subsidiaries or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries. (b) As of the date of this Agreement, all neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who in any of the three fiscal years ended June 30, 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 due paid or payable by the Company and owing by such Material Company Customer to, or its Subsidiaries to such Material supplier (each, a “Significant Supplier”). Except as would not reasonably be expected to have a material to the Company Vendor byand its Subsidiaries, taken as a whole, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or any of its Subsidiaries have been paid in all material respects in accordance or that such Significant Supplier intends to terminate or materially modify existing Contracts with their respective termsthe Company or any of its Subsidiaries.

Customers and Suppliers. (a) Section 3.26(aSchedule 3.21(a)(i) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to all current customers of the Company and its Subsidiaries on a consolidated basis) customers as of the Agreement Date (each, each a “Material Company Customer”) to ). All Company Customers are current in their payment of invoices and the Company does not have, and its Subsidiaries for the twelve (12) month period ending on June 30since January 1, 2023. (b) Section 3.26(b2019 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 a true and complete list the top twenty-five (25) customers (or group of the ten (10affiliated customers) largest (measured by gross expenditures by of the Company and its Subsidiaries based on a consolidated basisrevenue during each of (i) vendors (each, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month months ending on December 31, 2018 and (ii) the year-to-date period ending on June 30, 2023. (c) As the last day of the date calendar month immediately preceding the Agreement Date (each a “Significant Customer”). The Company has no Knowledge of this Agreement, no Material Company any material dissatisfaction on the part of any Significant Customer or Material Company Vendor has terminated any facts or cancelledcircumstances that could reasonably be expected to lead to such material dissatisfaction. Since January 1, 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. As of the date of this Agreement2019, neither the Company nor any of its Subsidiaries is engaged 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, 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 dispute 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 a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse respect to the Company Offering, including pricing, future features, or its Subsidiariesthe like, except changes made in to any former, current or prospective customer. (b) Schedule 3.21(b) of the ordinary course Company Disclosure Letter sets forth the top twenty-five (25) vendors and suppliers of business consistent with past practices which changes in the aggregate would not be materially adverse products and services to the Company and its SubsidiariesSubsidiaries 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, taken 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 written or, to the Knowledge of the Company, oral notice from any Significant Supplier that such supplier shall not continue as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or supplier to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance or, following the Effective Time, Parent or any of its Affiliates or that such supplier intends to terminate, breach or not renew existing Contracts with their respective termsthe Company or any of its Subsidiaries or, following the Effective Time, Parent or any of its Affiliates.

Customers and Suppliers. (a) Section 3.26(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 December 31, 2014, was one of the Company Disclosure Letter sets forth a true and complete list 20 largest sources of the ten (10) largest (measured by gross revenue to revenues for the Company and its Subsidiaries the Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”), and Parent has no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.19(a) to of the Disclosure Letter. No Group Company has received any information from any Significant Customer that such customer shall not continue as a customer of the Company or such Subsidiary (or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (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 its Subsidiaries for those returns that would not result in a reversal of any revenue by the twelve (12) month period ending on June 30, 2023Company. (b) Section 3.26(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 December 31, 2014, was one of the Company Disclosure Letter sets forth a true and complete list 20 largest suppliers of the ten (10) largest (measured by gross expenditures by products and/or services to the Company and its Subsidiaries the Subsidiaries, based on a consolidated basis) vendors amounts paid or payable (each, a “Material Significant Supplier”), and Parent has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 2.19(b) of the Disclosure Letter. No Group Company Vendor”) has received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company and its Subsidiaries for or such Subsidiary (or Acquirer) after the twelve (12) month period ending on June 30, 2023. (c) As of the date of this Agreement, no Material Company Customer Closing or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it such supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company or any of its such Subsidiary (or Acquirer). The Company and the Subsidiaries in a manner materially adverse have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company or has no knowledge of any of its Subsidiaries. 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 reason why they will not continue to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the Company Disclosure Letter sets forth a true and complete list 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers year ended December 31, 2010 (each, a “Material Company GigOptix Significant Customer”) ), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to the Company and GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for the twelve (12) month period ending on June 30, 2023products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) Section 3.26(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the Company Disclosure Letter sets forth a true and complete list 10 largest suppliers of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries products and/or services to GigOptix, based on a consolidated basis) vendors amounts paid or payable (each, a “Material Company VendorGigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier 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 GigOptix or any of its Subsidiaries or that it such supplier intends to terminate or cancelmaterially modify existing Contracts with GigOptix (or the Surviving Corporation, 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 Endwave or any of its Subsidiaries). As GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge 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 reason why it will not continue to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aSchedule 3.24(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest customers of the Acquired Companies and their Subsidiaries (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, as a “Material Company Customer”) to percentage of the Company revenue of the Acquired Companies and its their Subsidiaries for the twelve ten months ended October 31, 2013 (12) month period ending on June 30, 2023. (b) Section 3.26(b) the “Material Customers”). To the Knowledge of the Company Disclosure Letter 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 (eachAcquired Companies, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As as of the date of this Agreement, neither the Acquired Companies nor any of their Subsidiaries has a material dispute with any Material Customer. As of the date hereof, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries indicated in writing that it (and to the Knowledge of the Acquired Companies, no Material Customer) intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, reduce its relationship with the Company Acquired Companies or any of its Subsidiaries in a manner materially adverse to the Company or any of its their Subsidiaries. As of the date of this Agreement: no Material Customer has modified the material terms of any existing Contract or business relationship, neither and to the Company nor Knowledge of the Acquired Companies, no such Material Customer intends to terminate or materially reduce its relationship with the Acquired Companies or any of its their Subsidiaries is engaged in or materially change the existing business relationship or the terms and conditions under which such Material Customer currently buys such Products, Services or other property from the Acquired Companies or their Subsidiaries. (b) Schedule 3.24(b) sets forth the ten (10) largest suppliers of the Acquired Companies and their Subsidiaries as a material dispute with percentage of the purchases of the Acquired Companies and their Subsidiaries (on a consolidated basis) for the ten months ended October 31, 2013 (the “Material Company Customer or Material Company VendorSuppliers”). From June 30To the Knowledge of the Acquired Companies, 2023 to as of the date of this Agreement, there neither the Acquired Companies nor any of their Subsidiaries has been no a material change in the pricing or other material terms of its business relationship dispute with any Material Company Customer Supplier. No supplier of the Acquired Companies or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made their Subsidiaries represents a sole source of supply for goods and services used in the ordinary course conduct of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a wholeAcquired Business. As of the date of this Agreement: no Material Supplier has modified the material terms of any existing Contract or business relationship, all amounts due and owing by to the Knowledge of the Acquired Companies, no such Material Company Customer to, Supplier intends to terminate or to such Material Company Vendor by, materially reduce its relationship with the Company Acquired Companies or any of its their Subsidiaries have been paid in all material respects in accordance with or materially change the existing business relationship or the terms and conditions under which such Material Supplier currently sells such products, services or other property to the Acquired Companies or any of their respective termsSubsidiaries.

Customers and Suppliers. (a) Section 3.26(a) Neither the Company nor any of the Company Disclosure Letter sets forth a true and complete list Subsidiaries has any outstanding disputes concerning any Company Products with any customer who, in either (i) the fiscal year ended November 30, 2012 was and/or (ii) the fiscal year ending November 30, 2013 is projected to be, one of the ten (10) twelve largest (measured by gross revenue customers of Company Products based on amounts paid or payable to the Company and its or the Company Subsidiaries on a consolidated basis) by such customers (each, a “Material Company Significant Customer”) ), except such disputes as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As Neither the Company nor any Company Subsidiary has received any written or, to the knowledge of the date Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of this Agreement, all amounts due and owing by the Company (or the Surviving Company or Parent) or any of the Company Subsidiaries after the Closing or that such Material Company Significant Customer to, intends to terminate or materially modify in a manner adverse to such Material Company Vendor by, the Company or any Company Subsidiary any existing Contracts with the Company (or the Surviving Company or Parent) or any of the Company Subsidiaries. (b) Neither the Company nor any Company Subsidiary has any outstanding disputes concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended November 30, 2012 was and/or (ii) in the fiscal year ending November 30, 2013 is projected to be, one of the twenty largest suppliers of products and/or services to the Company and 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 Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary has received any written or, to the knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company (or the Surviving Company or 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 (or the Surviving Company or Parent) of any of its Subsidiaries have been paid in all material respects in accordance with their respective termsSubsidiaries.

Customers and Suppliers. (a) Section 3.26(a3.24(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (eachforth, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 as of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified a list of the customers of the Company or any of and its Subsidiaries that it intends 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 terminate be, one of the twenty (20) largest customers of Company Products based on amounts paid or cancelpayable, or decrease materially oras applicable, 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 SubsidiariesSubsidiaries by such customers during such period (each, a “Significant Company Customer”). As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged in a material dispute with a Material party to any pending Action concerning any Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship Products with any Material Significant Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a wholeCustomer. As of the date of this Agreement, all amounts due and owing by such Material neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, any other notice, from any Significant Company Customer tothat such Significant Company Customer intends to terminate or materially modify, in either case, whether prior to or to such Material Company Vendor byfollowing the Closing, any existing Contract with the Company or any of its Subsidiaries. (b) Section 3.24(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries have been based on amounts paid 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, neither the Company nor any of its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Company Supplier. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, or to the Knowledge of the Company, any other notice, from any Significant Company Supplier that such Significant Company Supplier intends to terminate or materially modify, in all material respects in accordance either case, whether prior to or following the Closing, any existing Contract with their respective termsthe Company or any of its Subsidiaries.

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in a has any outstanding material dispute with a Material disputes concerning any Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship Products with any Material Company Customer customer who, in either (i) the fiscal year ended December 31, 2012 and/or (ii) the fiscal year ending December 31, 2013 (as reasonably projected), represented or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the will represent aggregate would not be materially adverse revenues to the Company and its Subsidiaries, taken together, of $250,000 or more during such period(s) for Customer Products (each, a “Significant Customer”). 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 that such Significant Customer shall not continue as a whole. As customer of the date Company (or the Surviving Corporation or Parent) or any of this Agreement, all amounts due and owing by its Subsidiaries after the consummation of the transactions contemplated hereby or that such Material Company Significant Customer to, intends to terminate or to such Material Company Vendor by, materially modify any existing Contracts with the Company or any of its Subsidiaries. (b) Neither the Company nor any 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 December 31, 2012 was and/or (ii) in the fiscal year ending December 31, 2013 is projected to be, one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “Significant Supplier”). Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company (or the Surviving Corporation or 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 (or the Surviving Corporation or Parent) of any of its Subsidiaries. The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with their respective products and services reasonably necessary to carry on the Company’s business as presently conducted, and the Company has no Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) Endwave has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the Company Disclosure Letter sets forth a true and complete list 10 largest sources of revenues for Endwave, based on amounts paid or payable in the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers year ended December 31, 2010 (each, a an “Material Company Endwave Significant Customer”) ), and Endwave has no knowledge of any material dissatisfaction on the part of any Endwave Significant Customer. Since January 1, 2011, Endwave has not received any written or, to the Company and Endwave’s knowledge, oral notice from any Endwave Significant Customer that such customer shall not continue as a customer of Endwave or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with Endwave (or the Surviving Corporation, GigOptix or any of its Subsidiaries) or that such customer refuses to make payments for the twelve (12) month period ending on June 30, 2023products delivered or services rendered. Endwave has not had any of its products returned by an Endwave Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by Endwave. (b) Section 3.26(b) Endwave has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the Company Disclosure Letter sets forth a true and complete list 10 largest suppliers of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries products and/or services to Endwave, based on a consolidated basis) vendors amounts paid or payable (each, a an “Material Company VendorEndwave Significant Supplier”) and Endwave has no knowledge of any material dissatisfaction on the part of any Endwave Significant Supplier. Since January 1, 2011, Endwave has not received any written notice from any Endwave Significant Supplier that such supplier shall not continue as a supplier 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 Endwave or any of its Subsidiaries or that it such supplier intends to terminate or cancelmaterially modify existing Contracts with Endwave (or the Surviving Corporation, 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 GigOptix or any of its Subsidiaries). As Endwave has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Endwave Businesses, and Endwave has no knowledge 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 reason why it will not continue to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) 3.29 of the Company Disclosure Letter sets forth a true contains an accurate and complete list of each hospital and clinic customer of any of the ten SPR Companies as of the date hereof (10) largest (measured by gross revenue to the “SPR Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company CustomerCustomers”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023). (b) Except as set forth in Section 3.26(b) 3.29 of the Company Disclosure Letter sets forth a true and complete list Letter, since January 1, 2007, none of the ten customers of the SPR Companies have given notice or otherwise indicated to the SPR Companies that (10i) largest it will or intends to terminate or not renew its Contract with the applicable SPR Company, (measured by gross expenditures by ii) it will reduce the volume of business transacted with the applicable SPR Company below historical levels, (iii) it is otherwise dissatisfied with the services that the applicable SPR Company provides such Person or with its relationship with the applicable SPR Company or (iv) is threatened with bankruptcy or insolvency; and no customer has made a complaint to the applicable SPR Company in connection with the provision of the applicable SPR Company’s services. The relationship of each of the SPR Companies with its customers is currently on a good and normal basis, and 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 Subsidiaries suppliers is currently on a consolidated basis) vendors (each, a “Material Company Vendor”) good and normal basis and no supplier has given any indication 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 Acquired Companies that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, not renew its relationship Contracts with the Company Acquired Companies, except as disclosed in Section 3.29 of the Disclosure Letter. (c) Except as set forth on Section 3.29 of the Disclosure Letter, other than in the Ordinary Course of Business, there are no currently outstanding proposals or offers submitted by the Acquired Companies to any of its Subsidiaries customer, prospect, supplier or other person which, if accepted, would result in a manner materially adverse to the Company legally binding Contract involving an amount or commitment exceeding $10,000 in any of its Subsidiaries. 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 single case or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change an aggregate amount or commitment exceeding $25,000 in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsaggregate.

Customers and Suppliers. (a) Section 3.26(a4.20(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of the top ten (10) largest customers of the Companies and the Company Subsidiaries, taken as a whole (measured by gross revenue 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 Company and its Subsidiaries on Knowledge of the Companies, no basis or circumstance exists that is reasonably likely to lead to such a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023dispute. (b) Section 3.26(b4.20(b) of the Company Disclosure Letter Schedule sets forth a true and complete list of the top ten (10) largest suppliers and vendors of the Companies and the Company Subsidiaries, taken as a whole (measured by gross expenditures based on the dollar amount of purchases made by the Companies and the Company and its Subsidiaries on a consolidated basisSubsidiaries) vendors for the fiscal year ending September 30, 2019 (each, a the “Material Suppliers”). No Material Supplier has provided written notice to either Company Vendor”) 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 the Company terminate, change its pricing terms or otherwise modify in any material and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As adverse respect any Contract in force as of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Agreement between it and any Company or any of its Subsidiaries that it intends to terminate Company Subsidiary 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. 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 been no material change in the pricing or other material terms of its business relationship with the Business. Except as set forth on Section 4.20(b) of the Company Disclosure Schedule, no Company or Company Subsidiary is currently engaged in any dispute with any Material Company Customer Supplier and, to the Knowledge of the Companies, no basis or Material Company Vendor circumstance exists that is materially adverse reasonably likely to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or lead to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsa dispute.

Customers and Suppliers. (a) Section 3.26(a4.26(a) of the Company Disclosure Letter Schedule sets forth a true an accurate and complete list of the Company’s top ten (10) largest (measured customers based on amounts paid or payable by gross revenue such customer to the Company and its Subsidiaries on a consolidated basisduring each of (i) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve months ended December 31, 2020 and (12ii) month period ending on the twelve months ended June 30, 20232021 (collectively, the “Significant Customers”). To the Knowledge of the Company, as of the date hereof, there is no material dissatisfaction on the part of any Significant Customer 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. As of the date hereof, the Company has not received any notice from a Significant Customer that it will not continue as a customer, and, to the Knowledge of the Company, as of the date hereof no Significant Customer has threatened to not continue as a customer of the Company or, following the Effective Time, the Surviving Corporation or that such Significant Customer intends to terminate, breach or request a material modification to existing Contracts with the Company 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 Company 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. (b) Section 3.26(b4.26(b) of the Company Disclosure Letter Schedule sets forth a true the top ten vendors and complete list suppliers of products and services to the ten (10) largest (measured by gross expenditures Company based on amounts paid or payable by the Company to such vendors and its Subsidiaries on a consolidated basissuppliers during each of (i) vendors (each, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve months ended December 31, 2020 and (12ii) month period ending on the twelve months ended June 30, 2023. 2021 (c) As collectively, the “Significant Suppliers”). The Company is current in its payments to all Significant Suppliers and, as of the date of this Agreementhereof, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company does not have, and since January 1, 2020 has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remained unresolved. To the Knowledge of its Subsidiaries that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened as of the date hereof, there is no material dissatisfaction on the part of any Significant Supplier with respect to decrease materially, its business relationship with the Company Company, nor any facts or any of its Subsidiaries in a manner materially adverse circumstances that could reasonably be expected to the Company or any of its Subsidiarieslead to such material dissatisfaction. As of the date of this Agreementhereof, neither the Company nor has not received any of its Subsidiaries is engaged in notice from a material dispute with a Material Company Customer or Material Company Vendor. From June 30Significant Supplier that it will not continue to supply, 2023 and, to the Knowledge of the Company, as of the date of this Agreementhereof, there no Significant Supplier has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse threatened to not continue to supply to the Company or, following the Effective Time, the Surviving Corporation or its Subsidiariesthat such Significant Supplier intends to terminate, except changes made in breach or request a material modification to existing Contracts with the ordinary course Company or, following the Effective Time, the Surviving Corporation (any such notice or threat contemplated by this sentence or by the penultimate sentence of Section 4.26(a), a “Customer or Supplier Adverse Event”). The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the business consistent with past practices which changes in of the aggregate Company, and to the Knowledge of the Company, there is no reason why the Company would not be materially adverse continue to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aNeither Parent nor any of its Subsidiaries is party to any pending Action concerning any Parent Products with any customer 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 Company Disclosure Letter sets forth a true and complete list of the ten twenty (1020) largest (measured by gross revenue customers of Parent Products based on amounts paid or payable, as applicable, to the Company and Parent or its Subsidiaries on a consolidated basis) by such customers during such period (each, a “Material Company Significant Parent Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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). As of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries is engaged in a material dispute with a Material party to any pending Action concerning any Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship Products with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a wholeSignificant Parent Customer. As of the date of this Agreement, all amounts due and owing by such Material Company Customer toneither Parent nor any of its Subsidiaries has received any written notice, or to the Knowledge of Parent, any other notice, from any Significant Parent Customer that such Material Company Vendor bySignificant Parent Customer intends to terminate or materially modify, in either case, whether prior to or following the Company Closing, any existing Contract with Parent or any of its Subsidiaries. Parent has made available to the Company, copies of each customer Contract between Parent or any of its Subsidiaries, on the one hand, and each Significant Parent Customer, on the other hand (each, a “Significant Parent Customer Contract”). (b) Neither Parent nor any of its Subsidiaries have been is party to any pending Action concerning products and/or services provided by any supplier who in the fiscal year ended December 31, 2014 was one of the ten (10) largest suppliers of products and/or services to Parent and its Subsidiaries based on amounts paid by Parent and its Subsidiaries to such supplier during such period (each, a “Significant Parent Supplier”). As of the date of this Agreement, neither Parent nor any of its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Parent Supplier. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has received any written notice, or to the Knowledge of Parent, any other notice, from any Significant Parent Supplier that such Significant Parent Supplier intends to terminate or materially modify, in all material respects in accordance either case, whether prior to or following the Closing, any existing Contract with their respective termsParent or any of its Subsidiaries. Parent has made available to the Company, copies of each supply Contract between Parent or any of its Subsidiaries, on the one hand, and each Significant Parent Supplier, on the other hand (each, a “Significant Parent Supplier Contract”).

Customers and Suppliers. (a) Section 3.26(a) To the Knowledge of the Company, (i) neither the Company Disclosure Letter sets forth a true and complete list nor any of its Subsidiaries has any outstanding material disputes concerning any Company Products with any customer who accounted for at least 1% of the ten (10) largest (measured by gross revenue Company’s revenues during the fiscal year ended December 31, 2014 based on amounts paid or payable to the Company and or its Subsidiaries on a consolidated basis) by such customers (each, a “Material Company Significant Customer”) to and (ii) since January 1, 2014 neither the Company and nor any of its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) has received any written or bona fide oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company Disclosure Letter 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 other than, for the avoidance of doubt, in connection with the loss of a design opportunity. Since December 31, 2014, the Company has not had any material quantity of Company Products returned by a purchaser thereof except for normal warranty returns consistent with past history or pursuant to terminate stock rotation rights under the Company’s distributor agreements. (b) To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier to which amounts paid or cancelpayable by the Company and its Subsidiaries to such supplier during the fiscal year ended December 31, 2014 accounted for an amount equal to or decrease materially greater than $500,000 during the fiscal year ended December 31, 2014 (each, a “Significant Supplier”) and (ii) since January 1, 2014 neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company’s knowledge, threatened to decrease materially, its relationship with the Company or bona fide oral notice from any of its Subsidiaries in Significant Supplier that such Significant Supplier shall not continue as a manner materially adverse supplier to the Company or any of its Subsidiaries. As To the Knowledge of the date of this AgreementCompany, 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid access, in all material respects and on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company’s business, and the Company has no Knowledge of any reason why it will not continue to have such access in accordance with their respective all material respects and on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) of Neither the Company Disclosure Letter sets forth a true and complete list nor any of its Subsidiaries has any outstanding material disputes concerning any Company Products with any customer who during calendar year 2020 or the period from January 1, 2021 through the date of this Agreement was one of the ten (10) largest (measured by gross revenue customers of Company Products based on amounts paid or payable to the Company and or its Subsidiaries on a consolidated basis) by such customers during each such period (each, a “Material Company Significant Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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). 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate Except as would not reasonably be materially adverse expected to be material to the Company and its Subsidiaries, taken as a whole. As , neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the date Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries. Since January 1, 2019 through the date of this Agreement, the Company has not had any material quantity of Company Products returned by a purchaser thereof except for normal warranty returns in the ordinary course of business consistent with past practice. (b) Neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who during calendar year 2020 or the period from January 1, 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”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, bona fide oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or any of its Subsidiaries or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or any of its Subsidiaries. The Company and its Subsidiaries have been paid access in all material respects in accordance with their respective termsand on commercially reasonable terms to all products and services reasonably necessary to carry on the Company’s business.

Customers and Suppliers. (a) Section 3.26(aNeither 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, 2007, was one of the 20 largest sources of revenues for the Company and the Company Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 3.21(a) of the Company Disclosure Letter sets forth a true and complete list Letter. Neither the Company nor any of the ten Company Subsidiaries has received any written notice from any Significant Customer that such customer shall not continue as a customer of the Company (10or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). (b) 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, 2007, was one of the 10 largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries the Company Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company CustomerSignificant Supplier”) to ), and the Company and its Subsidiaries for has no knowledge of any material dissatisfaction on the twelve (12) month period ending part of any Significant Supplier. Each Significant Supplier is listed on June 30, 2023. (b) Section 3.26(bSchedule 3.21(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its the Company Subsidiaries is engaged in has received any written notice from any Significant Supplier that such supplier shall not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse supplier to the Company (or its Subsidiaries, except changes made in the ordinary course of business consistent Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of (or the date of this Agreement, all amounts due and owing by such Material Company Customer to, Surviving Corporation or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsAcquiror).

Customers and Suppliers. (a) Section 3.26(a3.19(a) of the Company Disclosure Letter Schedule sets forth a true and complete list showing each customer of the ten (10) largest (measured by gross revenue to the Company and Company, its Subsidiaries on a consolidated basis) customers (eachand the Joint Venture Entities to which sales by the Company, a “Material Company Customer”) to the Company and its Subsidiaries for and the Joint Venture Entities, taken as a whole, were in excess of $10,000,000 during the twelve (12) month period ending on June 30December 31, 20232019 (each, a “Significant Company Customer”). Since January 1, 2020 and except as set forth in Section 3.19(a) of the Company Disclosure Schedule, to the Knowledge of the Company, no Significant Company Customer has delivered a written notice to the Company or any of its Subsidiaries 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 the Company, its Subsidiaries or Joint Venture Entities. (b) Section 3.26(b3.19(b) of the Company Disclosure Letter Schedule sets forth a true and complete list showing each supplier of the ten (10) largest (measured by gross expenditures by the Company and Company, its Subsidiaries on a consolidated basis) vendors (eachand the Joint Venture Entities that had sales to Company, a “Material Company Vendor”) to the Company and its Subsidiaries for and the Joint Venture Entities, taken as a whole, in excess of $5,000,000 during the twelve (12) month period ending on June 30December 31, 2023. 2019 (ceach, a “Significant Company Supplier”). Since January 1, 2020 and except as set forth in Section 3.19(b) As of the date Company Disclosure Schedule, to the Knowledge of this Agreementthe Company, no Material Significant Company Customer or Material Company Vendor Supplier has terminated or cancelled, or notified delivered a written notice to the Company or any of its Subsidiaries that it intends or the Joint Venture Entities indicating an intention to (i) terminate or cancelits relationship with, or decrease materially orotherwise stop supplying, to the Company’s knowledge, threatened to decrease materially, its relationship with Subsidiaries or the Company Joint Venture Entities or any of (ii) change, materially and adversely, the terms and conditions on which it is prepared to supply the Company, its Subsidiaries in a manner materially adverse to or the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsJoint Venture Entities.

Customers and Suppliers. (a) Section 3.26(a4.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) ), in each case to the Company and its Subsidiaries for the twelve (12) month period ending on June 30months ended December 31, 20232018. (b) Section 3.26(b4.26(b) of the Company Disclosure Letter 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 30months ended December 31, 20232018. (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 decreased materially or, to the Knowledge of the Company’s knowledge, 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. 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 30December 31, 2023 2018 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past pricing practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective terms.

Customers and Suppliers. (a) Section 3.26(aThe 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 Disclosure Letter. (b) Schedule 3.20(b) of the Company Disclosure Letter sets forth a true the top 100 end customers (or group of affiliated customers) and complete list top 10 value-added resellers of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries based on a consolidated basis) customers payments received or due over the 12 complete calendar months ended prior to the Agreement Date (each, each a “Material Company 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. During the past 12 months, none of the Acquired Companies has received any written notice 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 Acquired Companies (or the Surviving Corporation or Parent) or that such Significant Customer intends to terminate, breach or request a material modification to any of its existing Contracts with any of the Acquired Companies (or the Surviving Corporation or Parent) or that such Significant Customer may not renew any of its 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 any such Significant Customer except for normal warranty returns consistent with past history and its Subsidiaries for such returns that would not result in a reversal of any material amount of revenue by the twelve (12) month period ending on June 30, 2023Acquired Companies. (bc) Section 3.26(bSchedule 3.20(c) of the Company Disclosure Letter sets forth a true the top 15 vendors and complete list suppliers of technical products and services to the ten (10) largest (measured by gross expenditures Acquired Companies based on amounts paid or payable by the Company and its Subsidiaries on a consolidated basis) vendors Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Material Company VendorSignificant Supplier”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As ). Each of the date Acquired Companies is current in its payments to all Significant Suppliers and none of this Agreementthe 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 Material Company Customer or Material Company Vendor has terminated or cancelled, or notified Knowledge of any material dissatisfaction on the Company part of any Significant Supplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. None of its Subsidiaries that it intends to terminate or cancel, or decrease materially the Acquired Companies has received any written or, to the Knowledge of the Company’s knowledge, threatened oral notice from any Significant Supplier that such supplier shall not continue as a supplier to decrease materially, its relationship with the Company or any of its Subsidiaries in a manner materially adverse the Acquired Companies (or the Surviving Corporation or Parent) or that such supplier intends to the Company terminate, breach or not renew existing Contracts with any of its Subsidiaries. As of the date of this Agreement, neither Acquired Companies (or the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Company Customer Surviving Corporation or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsParent).

Customers and Suppliers. (a) Section 3.26(aNeither the Company nor any Subsidiary has any outstanding material disputes concerning any Company Products with any of the top ten (10) largest managed service provider customers or top ten (10) largest distributors of the Company and the Subsidiaries, in each case, measured by aggregate contract value for the two year period ending on April 30, 2020 (each, a “Significant Customer”), and, as of the Agreement Date, to the knowledge of the Company, there is no material dissatisfaction on the part of any Significant Customer with respect to any Company Products. Each Significant Customer is listed on Schedule 2.25(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this AgreementAgreement Date, neither the Company nor any Subsidiary has received any written notice from any Significant Customer that such Significant Customer shall not continue as a customer 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiariesany Subsidiary (or the Surviving Corporation or Acquirer) after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company or any Subsidiary (or the Surviving Corporation or Acquirer). Since January 1, 2015, neither the Company nor any Subsidiary has had any Company Products returned by a purchaser thereof except changes made for normal returns (including with respect to frequency and magnitude) occurring in the ordinary course of business consistent with past practices which changes business. No customer, value added reseller or distributor has asserted or threatened in writing to assert any material claim against the aggregate would not be materially adverse Company of any of its Subsidiaries alleging injury form the use, ownership or operation of any Company Products. (i) Neither the Company nor any Subsidiary has any 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 (10) suppliers of products and/or services to the Company and its the Subsidiaries, taken based on amounts paid or payable with respect to such periods or sub-period (as applicable) (each, a whole“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 material dissatisfaction on the part of any Significant Supplier with respect to the Company or any Subsidiary. Each Significant Supplier is listed on Schedule 2.25(b) of the Company Disclosure Letter. As of the date of this AgreementAgreement Date, all amounts due and owing by neither the Company nor any Subsidiary has received written notice from any Significant Supplier that such Material Company Customer to, or supplier shall not continue as a supplier to such Material Company Vendor by, the Company or any of its Subsidiary (or the Surviving Corporation or Acquirer) after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or any Subsidiary (or the Surviving Corporation or Acquirer). (c) The Company and the Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with their respective termsproducts and services (including those provided by its payment partners) reasonably necessary to carry on the Business.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2018 or the nine-month period ended on the Company Balance Sheet Date, was one of the 25 largest sources of revenues for the Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a “Significant Customer”), and the Company has no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter sets forth Schedule. Neither the Company nor any Subsidiary has been notified in writing, or to the Company’s Knowledge, otherwise, by any Significant Customer that such customer shall not continue as a true and complete list customer of the ten Company or any Subsidiary (10or Parent or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or any 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 properly reserved for in the Company’s books and records. (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 December 31, 2018 or the nine-month period ended on the Company Balance Sheet Date, was one of the 10 largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries the Subsidiaries, on a consolidated basis) customers , based on amounts paid or payable during such periods (each, a “Material Company CustomerSignificant Supplier”) to ), and the Company and its Subsidiaries for has no Knowledge of any material dissatisfaction on the twelve (12) month period ending part of any Significant Supplier. Each Significant Supplier is listed on June 30, 2023. (b) Section 3.26(bSchedule 2.20(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by Schedule. Neither the Company and its Subsidiaries on a consolidated basis) vendors (eachnor any Subsidiary has been notified in writing, a “Material Company Vendor”) or to the Company and its Subsidiaries for the twelve (12) month period ending on June 30Company’s Knowledge, 2023. (c) As of the date of this Agreementotherwise, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified by any Significant Supplier that such supplier shall not continue as a supplier to the Company or any of its Subsidiaries Subsidiary (or Parent or Acquirer) after the Closing or that it such supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company or any of its Subsidiary (or Parent or Acquirer). The Company and the Subsidiaries in a manner materially adverse have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company or has no Knowledge of any of its Subsidiaries. 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 reason why they will not continue to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aSchedule 4.23(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (customers of the Business, as measured by gross revenue revenue, for each of fiscal year 2013, fiscal year 2014 and fiscal year 2015, showing the approximate aggregate total receipts by each of Intasco and Intasco USA for each such customer during such period (“Material Customers”). All Material Customers continue to be customers of the Business and neither Intasco or Intasco USA has received written or, to the Company and Seller’s Knowledge, oral notice that any Material Customer intends to terminate its Subsidiaries on business relationship with Intasco or Intasco USA or to cease to purchase or adversely change in a consolidated basis) customers (each, a “Material Company Customer”) to significant manner the Company and quantity purchased from either of any products or services or the pricing or other material economic terms of its Subsidiaries for the twelve (12) month period ending on June 30, 2023business with either Intasco or Intasco USA. (b) Section 3.26(bSchedule 4.23(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (suppliers of the Business, as measured by gross costs, for each of fiscal year 2013, fiscal year 2014 and the fiscal year 2015, showing the approximate aggregate total expenditures by the Company and its Subsidiaries on a consolidated basis) vendors each of Intasco or Intasco USA for each such supplier during such period (each, a “Material Company VendorSuppliers”) ). Neither Intasco nor Intasco USA has received written, or, to the Company and Seller’s Knowledge, oral notice that any Material Supplier intends to terminate its Subsidiaries for the twelve (12) month period ending on June 30, 2023business relationship with either or to cease to supply or adversely change in a significant manner its price or terms to either of any products or services. (c) As of Within 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. 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, last twelve (12) months (i) there has been no material adverse change in the pricing relationships of either Intasco or Intasco USA with its (A) Material Suppliers, or (B) Material Customers, and (ii) there has been no incentive or other material terms benefits, time sensitive or otherwise, offered to any distributor or other customer by or on behalf of its business relationship with any Material Company Customer either Intasco or Material Company Vendor that is materially adverse Intasco USA to induce them to purchase inventory or services in excess of the Company or its Subsidiaries, except changes made amounts they would purchase in the ordinary course of business consistent with past practices which changes in the aggregate would absence of any such incentives or benefits. (d) To Seller’s knowledge, there is no reason to anticipate that the benefits of any relationship with any of the Material Customers or Material Suppliers will not be materially adverse continue after the Closing in substantially the same manner as prior to the Company and its Subsidiaries, taken as a whole. As of the date of this the Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective terms.

Customers and Suppliers. (a) Except as otherwise described in Section 3.26(a2.26(a) of the Company Disclosure Letter sets forth a true and complete list Schedule, during the past 12 months, none of the ten (10) largest (measured by gross revenue to top 50 customers and licensees of the Company and its Subsidiaries based on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for payments invoiced in the twelve (12) month period ending on June 30months ended October 31, 20232010 has given written notice, and to the Company’s knowledge no such customer or licensee has given verbal notice, of non-renewal to the Company with respect to the provision of maintenance, support, hosting or subscription services that will represent a decrease or reduction of such services during the current or next term of such agreement. (b) Except as set forth in Section 3.26(b2.26(b) of the Company Disclosure Letter sets forth a true and complete list Schedule, during the past 12 months, none of the ten top 50 suppliers of the Company has indicated that it will stop or decrease the rate of supplying materials, products or services to the Company. (10c) largest 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 (measured 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 will be able to fully complete all services within the agreed contract price, without the need for the Company to provide any free services or write off any invoices or unbilled fees or expenses. (d) For each services agreement that has not been fully completed and accepted by gross expenditures by the respective customer as of the 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. (e) Each contract between the Company and any of its Subsidiaries on a consolidated basistop 50 customers that is currently in effect and which requires automatic renewal of any maintenance, subscription, hosting or other service period, allows either the customer or the Company to elect not to renew following the expiration of an applicable period by giving the other party advance written notice of non-renewal. (f) vendors Except as set forth in Section 2.26(f) of the Company Disclosure Schedule (eachlisted with customer name contract), a “Material Company Vendor”) to no contract between the Company and its Subsidiaries for a top 50 customer of the Company based on payments received in the twelve (12) month period ending on June 30months ended October 31, 2023. (c) As 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 date of this Agreement, no Material Company Customer to increase such annual or Material Company Vendor has terminated or cancelled, or notified the Company or periodic fees for 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsrenewal period.

Customers and Suppliers. (a) Section 3.26(a) of Neither the Company Disclosure Letter sets forth a true and complete list 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, 2007 or the six (6) months ended June 30, 2008, was one of the ten (10) largest (measured by gross revenue to sources of revenues for the Company and its Subsidiaries Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company "Significant Customer”) to "), and neither the Company and its Subsidiaries for nor any Company Subsidiary has any Knowledge of any material dissatisfaction on the twelve (12) month period ending part of any Significant Customer. Each Significant Customer is listed on June 30, 2023. (b) Section 3.26(bSchedule 3.21(a) of the Company Disclosure Letter sets forth Schedule. Neither the Company nor any Company Subsidiary has received any written, or to the Knowledge of the Company or any Company Subsidiary, oral notice from any Significant Customer that such customer shall not continue as a true customer of the Company (or of the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (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 complete list those returns that would not result in a reversal of any revenue by the Company. No customer of the Company has any right to any credit or refund for products sold or services rendered or to be rendered by the Company pursuant to any Contract with or practice of the Company other than pursuant to the Company's normal course return policy, which is described in reasonable detail in Section 3.21 of the Company Disclosure Schedule Neither the Company nor any Company Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the fiscal year ended September 30, 2007 or the six (6) months ended June 30, 2008 was one of the ten (10) largest (measured by gross expenditures by suppliers of products and/or services to the Company and its Subsidiaries Company, based on a consolidated basis) vendors amounts paid or payable (each, a “Material Company Vendor”) to the Company "Significant Supplier"), 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. As of the date of this Agreement, neither the Company nor any Company Subsidiary has any Knowledge of its Subsidiaries any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is engaged in a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date listed on Schedule 3.21(b) of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to Disclosure Schedule. Neither the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material nor any Company Customer toSubsidiary has received any written, or to such Material Company Vendor by, the Knowledge of the Company or any of its Company Subsidiary, oral notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company (or to the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). The Company and the Company Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with their respective products and services reasonably necessary to carry on the Company Businesses, and neither the Company nor any Company Subsidiary has any Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aSchedule 2.25(a) of to the Company Disclosure Letter sets forth an accurate list of the revenues generated from each of the top ten (10) customers and distributors of the Company and the Company Subsidiaries on an aggregate basis for the year ended December 31, 2018 (“Significant Customers and Distributors”). Neither the Company nor any Company Subsidiary has outstanding disputes concerning their products or services with any Significant Customer, and, to the Knowledge of 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 customer or distributor shall not continue as a true customer or distributor of the Company or any Company Subsidiary (or Acquiror or one of its Affiliates) after the Closing or that any Significant Customer or Distributor intends to terminate or modify in a manner adverse to the Company existing Contracts with the Company or any Company Subsidiary (or Acquiror or one of its Affiliates). Neither the Company nor any Company Subsidiary has had any of their products returned by a purchaser thereof except for normal warranty returns consistent with past history and complete those returns that would not result in a reversal of any revenue by the Company or any Company Subsidiary. (b) Schedule 2.25(b) to the Disclosure Letter sets forth an accurate list of each supplier of the business of the Company and the Company Subsidiaries who, for the year ended December 31, 2018, was one of the ten (10) largest (measured by gross revenue suppliers of products or services to the Company and its Subsidiaries or the Company Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Significant Supplier”). Neither the Company Customer”) nor any Company Subsidiary has outstanding disputes concerning products or services provided by any Significant Supplier, and, to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) Knowledge of the Company Disclosure Letter sets forth a true and complete list Company, no Significant Supplier intends to cease or diminish the provision of products or services to the ten (10) largest (measured by gross expenditures by Company. Neither the Company and its Subsidiaries on nor any Company Subsidiary has received any information from any Significant Supplier that such supplier shall not continue as a consolidated basis) vendors (each, a “Material Company Vendor”) supplier 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 Company Subsidiary (or Acquiror or one of its Subsidiaries Affiliates) after the Closing or that it any Significant Supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company or any Company Subsidiary (or Acquiror or one of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsAffiliates).

Customers and Suppliers. (a) The Company Offerings are only provided to third parties under the terms of the warranty described in Section 3.26(a3.21(a) of the Company Disclosure Letter sets forth a true Schedule, and complete list of the ten (10) largest (measured by gross revenue to the Company Offerings have conformed and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) complied in all material respects with respect to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023such terms of warranty. (b) Section 3.26(b3.21(b) of the Company Disclosure Letter Schedule sets forth a true and complete list of the top ten (10) largest customers (measured by gross expenditures by or group of affiliated customers) of the Company and its Subsidiaries based on a consolidated basisrevenue during each of the (1) vendors (each, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) twelve-month period ending on June 30December 31, 2023. 2022 and (c2) 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 date Agreement Date, none of this Agreement, no Material Company Customer or Material Company Vendor the Significant Customers 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, 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 in a manner materially adverse to the Company or has, and since January 1, 2020 have had, any of its Subsidiariesmaterial disputes with any Significant Customer. As of the date of this AgreementSince January 1, 2023, neither the Company nor any of its Subsidiaries is engaged in 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 its 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 dispute modification to existing Contracts with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to 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 changes made in the ordinary course of business for normal warranty claims and refunds consistent with past practices which changes history or in the aggregate Ordinary Course of Business and that would not be materially adverse result in a reversal of any material amount of revenue by the Company or any of its Subsidiaries. (c) Section 3.21(c) of the Company Disclosure Schedule sets forth the top ten (10) 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-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 Supplier”). The Company and each of the Subsidiaries, taken 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 since January 1, 2023 has had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remain unresolved. Neither the Company nor any of its Subsidiaries has received any written or oral notice from any Significant Supplier that such supplier shall not continue as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or supplier to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance or, following the Effective Time, Parent or any of its Affiliates or that such supplier (i) intends to cancel, terminate, renegotiate, breach or not renew existing Contracts with their respective termsthe Company or any of its Subsidiaries; or (ii) stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company or any of its Subsidiaries (whether as a result of consummation of the transactions contemplated by this Agreement the ancillary documents contemplated hereby or otherwise) or, following the Effective Time, Parent or any of its Affiliates.

Customers and Suppliers. (a) Section 3.26(a4.18(a) of the Company Laguna Disclosure Letter or Orca Disclosure Letter, as applicable, sets forth a true list showing the 10 largest customers of Laguna and complete list of the ten (10) largest (measured by gross revenue to the Company Orca, as applicable, and its respective Subsidiaries on a consolidated basis) customers (eachby total sales by Laguna and Orca, a “Material Company Customer”) to the Company as applicable, and its Subsidiaries for respective Subsidiaries, taken as a whole, during the twelve (12) month period ending on June September 30, 20232021 (each, a “Significant Customer”). Since September 30, 2021, no Significant Customer has indicated in writing an intention to (x) stop purchasing products from Laguna and Orca, as applicable, or its respective Subsidiaries; or (y) change, materially and adversely, the terms and conditions on which it purchases products from 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. (b) Section 3.26(b4.18(b) of the Company Laguna Disclosure Letter or Orca Disclosure Letter, as applicable, sets forth a true list showing the 10 largest suppliers of Laguna and complete list of the ten (10) largest (measured Orca, as applicable, and its respective Subsidiaries by gross expenditures by the Company sales to Laguna and Orca, as applicable, and its Subsidiaries on respective Subsidiaries, taken as a consolidated basis) vendors (eachwhole, a “Material Company Vendor”) to the Company and its Subsidiaries for during the twelve (12) month period ending on June September 30, 2023. 2021 (ceach, a “Significant Supplier”). Since September 30, 2021, no Significant Supplier has indicated in writing an intention to (x) As 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 other party true and complete copies of the date of this Agreementeach currently effective Contract between Laguna and Orca, no Material Company Customer or Material Company Vendor has terminated or cancelledas applicable, or notified the Company or any of its respective 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 and a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsSignificant Supplier.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2002 or the eight months ended August 31, 2003, was one of the 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 no knowledge of any material dissatisfaction on the part of any Significant Customer with respect to Company Products or Services. Each Significant Customer is listed on Schedule 3.23(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (eachLetter. Since January 1, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this Agreement2002, neither the Company nor any of its Subsidiaries is engaged in has received any notice (whether written or oral) from any Significant Customer that such customer shall not continue as a material dispute customer of the Company (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with a Material the Company Customer (or Material the Surviving Corporation or Acquiror). The Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms not had any of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, products returned by a purchaser thereof except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes history and those returns that would not result in a reversal of any revenue by the Company. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the aggregate would not be materially adverse year ended December 31, 2002 or the eight months ended August 31, 2003 was one of the 10 largest suppliers of products and/or services to the Company, based on amounts paid or payable (each, a "SIGNIFICANT SUPPLIER"), and the Company and its Subsidiaries, taken as a wholehas no knowledge of any material dissatisfaction on the part of any Significant Supplier. As Each Significant Supplier is listed on Schedule 3.23(b) of the date of this AgreementCompany Disclosure Letter. Since January 1, all amounts due and owing by such Material Company Customer to2002, or to such Material Company Vendor by, neither the Company or nor any of its Subsidiaries has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). The Company and its Subsidiaries have been paid access to all products and services reasonably necessary to carry on the Company Businesses, on the terms set forth in all material respects in accordance with their respective applicable Contracts for such products and services, and the Company has no knowledge of any reason why it will not continue to have such access on such terms.

Customers and Suppliers. Section 3.13 of the Business Disclosure Schedule sets forth a complete and accurate list of (a) Section 3.26(athe three (3) largest customers of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest Business (measured by gross revenue to aggregate xxxxxxxx) during the Company fiscal year ended December 31, 2015, including the aggregate xxxxxxxx of each customer, the number of subscribers of each customer as of the most recent month-end, and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company next termination or expiration date under the Contract with each such customer; and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter sets forth a true and complete list of the ten three (103) largest suppliers of materials, products or services to the Business (measured by gross expenditures the aggregate amount purchased by Seller or an Acquired Company) during the Company and its Subsidiaries fiscal year ended December 31, 2015, including the amounts purchased under each such Contract. Except as disclosed 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 Section 3.13 of the Business Disclosure Schedule, since December 31, 2015 through the date of this Agreementhereof, no Material Company Customer such customer or Material Company Vendor supplier has canceled, terminated or cancelledotherwise materially altered its business relationship with Seller or any Acquired Company in a manner adverse to Seller, or notified the Company Seller or any Acquired Company of its Subsidiaries that it intends any intent to terminate do so, and no such customer or cancel, supplier has made any request or decrease materially 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 currently have in effect with Seller or any Acquired Company oral Contracts primarily relating to the Company’s knowledgeBusiness, threatened to decrease materially, its relationship along with a summary of the Company or any material terms of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiarieseach such oral Contract. As of the date of this Agreementhereof, neither the Company Seller nor any Acquired Company has received any payment from any of its Subsidiaries is engaged in a material dispute with a Material their respective customers for services to be performed under any Transferred Contract or Acquired Company Customer or Material Company Vendor. From June 30, 2023 to Contract following the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a wholeClosing. As of the date of this Agreementhereof, all neither Seller nor any Acquired Company owes any amounts due and owing by such Material under any Transferred Contract or Acquired Company Customer to, or Contract for services rendered to such Material Company Vendor by, Person prior to the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsClosing.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2011 or the 12-month period ended December 31, 2011, was one of the twenty (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 no knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in has received any written information from any Significant Customer that such customer shall not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date customer of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or such Subsidiary (or the Final Surviving LLC or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Final Surviving LLC or Acquirer). The Company has not had any of its Subsidiaries, products returned by a purchaser thereof except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes history and those returns that would not result in a reversal of any revenue by the Company. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the aggregate would not be materially adverse year ended December 31, 2011 or the 12-month period ended December 31, 2011, was one of the twenty (20) largest suppliers of products and/or services to the Company and its Subsidiaries, taken as based on amounts paid or payable (each, a whole“Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. As Each Significant Supplier is listed on Schedule 2.20(b) of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Disclosure Letter. Neither the Company or nor any of its Subsidiaries has received any written information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Final Surviving LLC or Acquirer) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Final Surviving LLC or Acquirer). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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 January 31, 2013 or the six month period ended July 31, 2013, was one of the 20 largest sources of revenues for the Company and the Subsidiaries, based on amounts paid or payable (a) each, a “Significant Customer”), and as of the Agreement Date, the Company has no outstanding disputes with any of it Significant Customers. Each Significant Customer is listed on Section 3.26(a2.19(a) of the Company Disclosure Letter sets forth Schedule. Neither the Company nor any Subsidiary has received any written notice from any Significant Customer that such customer shall not continue as a true and complete list customer of the ten Company or such Subsidiary (10or the Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (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 properly reserved for in the Company’s books and records. 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 January 31, 2013 or the six-month period ended July 31, 2013, was one of the 10 largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries the Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company CustomerSignificant Supplier”) to ), and as of the Agreement Date, the Company and has no outstanding disputes with any of its Subsidiaries for the twelve (12) month period ending Significant Suppliers. Each Significant Supplier is listed on June 30, 2023. (b) Section 3.26(b2.19(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by Schedule. Neither the Company and its Subsidiaries on nor any Subsidiary has received any written notice from any Significant Supplier that such supplier shall not continue as a consolidated basis) vendors (each, a “Material Company Vendor”) supplier to the Company and its Subsidiaries for or such Subsidiary (or the twelve (12Acquiror) month period ending on June 30, 2023. (c) As of after the date of this Agreement, no Material Company Customer Closing or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it such supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company or any such Subsidiary (or the Acquiror) as a result of its the transactions contemplated herein. The Company and the Subsidiaries in a manner materially adverse have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company or has no knowledge of any of its Subsidiaries. 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 reason why they will not continue to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) 4.24 of the Company Disclosure Letter Schedule sets forth (a) a true and complete list showing each of the ten (10) 20 largest (measured by gross revenue to customers of the Company and its Subsidiaries (on a consolidated basis) customers by dollar amounts of purchase made by such customer during the 12-month period ended December 31, 2023 (eachcollectively, a the “Material Company Customers”), and sets forth opposite such Material Customer”’s name the amounts of purchases made by such customer during such period, and (b) to a list showing the 10 largest suppliers of the Company and its Subsidiaries for the twelve (12on a consolidated basis) month period ending on June 30, 2023. (b) Section 3.26(b) by dollar amounts of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures purchases made by the Company and its Subsidiaries (on a consolidated basis) vendors during the 12-month period ended December 31, 2023 (eachcollectively, a the “Material Company VendorSuppliers”) to ), and sets forth opposite such Material Supplier’s name the amounts of purchases made by the Company and its Subsidiaries for the twelve (12on a consolidated basis) month period ending on June 30, 2023during such period. (cb) As of the date of this AgreementSince January 1, 2024, no Material Company 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 Company Vendor has terminated Supplier or cancelledotherwise) in any material respect the terms of the business conducted with, or notified the Company, and none of the Company or any of its Subsidiaries that it intends to terminate or cancel, or decrease materially has received any written or, to the knowledge of the Company’s knowledge, threatened oral notice that (i) any such Material Supplier or Material Customer plans to decrease materially, materially adversely amend or cease its relationship with, materially decrease the amount of business done with or 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 of its Subsidiaries Subsidiaries, including as a result of the transactions contemplated hereby, or (ii) any Material Supplier or Material Customer has requested or, to the knowledge of the Company, intends to request a material increase or decrease, respectively, in a manner materially adverse the prices to be paid by or to the Company or any of its Subsidiaries. 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 30as applicable, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made than in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a wholebusiness. As None of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid are involved in all any material respects in accordance disputes, claims, controversies or Actions with their respective termsany Material Supplier or Material Customer.

Customers and Suppliers. (a) Section 3.26(aNeither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 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"), and neither the Company nor any Company Subsidiary has any knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 3.23(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (eachLetter. Since January 1, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this Agreement2003, neither the Company nor any of its Subsidiaries is engaged has received any written or, to the Company's knowledge, oral notice from any Significant Customer that such customer shall not continue as a customer of the Company or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). The Company has not had any of its products returned by a Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by the Company. (b) Neither the Company nor any Company Subsidiary has any outstanding material dispute with a Material Company Customer or Material Company Vendor. From June 30concerning products and/or services provided by any supplier who, 2023 in the year ended December 31, 2003 was one of the 10 largest suppliers of products and/or services to the date Company, based on amounts paid or payable (each, a "SIGNIFICANT SUPPLIER"), and neither the Company nor any Company Subsidiary has any knowledge of this Agreementany material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 3.23(b) of the Company Disclosure Letter. Since January 1, there has been no material change in 2003, neither the pricing or other material terms Company nor any of its business relationship with Subsidiaries has received any Material Company Customer or Material Company Vendor written notice from any Significant Supplier that is materially adverse such supplier shall not continue as a supplier to the Company or its Subsidiaries, except changes made in that such supplier intends to terminate or materially modify existing Contracts with the ordinary course of business consistent with past practices which changes in Company (or the aggregate would not be materially adverse to the Surviving Corporation or Acquiror). The Company and its SubsidiariesSubsidiaries have access, taken as a whole. As of the date of this Agreementon commercially reasonable terms, to all amounts due products and owing by such Material Company Customer to, or services reasonably necessary to such Material Company Vendor by, carry on the Company or Businesses, and neither the Company nor any of its Subsidiaries has any knowledge of any reason why it will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aNone of the Acquired Companies has any outstanding material dispute concerning products and/or services provided by any supplier who, for the year ended December 31, 2014 or the eight months ended August 31, 2015, was one of the 20 largest suppliers of products and/or services to the Acquired Companies, based on amounts paid or payable (each, a “Significant Supplier”), the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 2.19(a) of the Company Disclosure Letter sets forth a true and complete list Letter. None of the ten (10) largest (measured by gross revenue Acquired Companies has received any information in writing or, to the knowledge of the Company, otherwise from any Significant Supplier that such supplier shall not continue as a supplier to any of the Acquired Companies after the Closing or that such supplier intends to terminate or materially modify existing Contracts with any of the Acquired Companies (or the Surviving Entity or Acquiror). Each of the Acquired Companies has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Business, and Company and its Subsidiaries has no knowledge of any reason why it will not continue to have such access on a consolidated basiscommercially 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 “Material Company Significant Customer”) to ), the Company and its Subsidiaries for has no knowledge of any material dissatisfaction on the twelve (12) month period ending part of any Significant Customer. Each Significant Customer is listed on June 30, 2023. (b) Section 3.26(b) Schedule 2.19(b)-1 of the Company Disclosure Letter sets forth a true and complete list Letter. None of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (eachAcquired Companies has received any information in writing or, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As knowledge of the date Company, otherwise from any Significant Customer that such customer shall not continue as a customer of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries the Acquired Companies after the Closing or that it such customer intends to terminate or cancel, materially modify existing Contracts with any of the Acquired Companies (or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship Surviving Entity or Acquiror). All of the Contracts with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. As customers of the date Business (including the Standard Outbound IP Agreements) (or purported to be Contracts with customers of this Agreement, neither the Company nor any Business) are valid and enforceable and have been entered into on behalf 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 been no material change in Business by the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its SubsidiariesIrish Subsidiary, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsspecifically disclosed on Schedule 2.19(b)-2.

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this Agreement, neither the Neither Company nor any of its Subsidiaries is engaged in a has any outstanding material dispute concerning its goods and/or services with a Material Company Customer or Material Company Vendor. From any customer who, in the six (6) months ended June 30, 2023 to 2008, was one of the date ten largest sources of this Agreementrevenue for Company, there has been no material change in the pricing based on amounts paid or other material terms payable (each, a “Significant Customer”). Each Significant Customer is listed on Schedule 3.20(a) of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Disclosure Letter. Neither Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or nor any of its Subsidiaries have been has received a written notice from any Significant Customer that such customer will not continue as a customer of Company or such Subsidiary of Company (or the Surviving Company) after the Closing or that any such customer intends to terminate or materially modify existing Contracts with Company or such Subsidiary of Company (or the Surviving Company) or reduce the amount paid to Company or such Subsidiary of Company (or the Surviving Company) for products and services. (b) Neither Company nor any of its Subsidiaries has any outstanding material dispute concerning goods and/or services provided by any supplier who, in all material respects in accordance the six (6) months ended June 30, 2008, was one of the ten largest suppliers of goods and/or services to Company, based on amounts paid or payable (each, a “Significant Supplier”). Each Significant Supplier is listed on Schedule 3.20(b) of the Company Disclosure Letter. Neither Company nor any of its Subsidiaries has received a written notice from any Significant Supplier that such supplier will not continue as a 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 their respective termsCompany or such Subsidiary of Company (or the Surviving Company). Neither Company nor any of its Subsidiaries has received any notice of termination or interruption of any existing Material Agreements with any Significant Supplier.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2012 or the 6 month period ended June 30, 2013, was one of the twenty (20) 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 no knowledge of any material dissatisfaction with the Company on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged has received any written information from any Significant Customer that such customer shall not continue as a customer of the Company or such Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (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 result in a reversal of any revenue by the Company. (b) Neither the Company nor any Subsidiary has any outstanding material dispute with a Material Company Customer concerning products and/or services provided by any supplier who, in the year ended December 31, 2012 or Material Company Vendor. From the 6 month period ended June 30, 2023 to 2013, was one of the date twenty (20) largest suppliers of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse products and/or services to the Company and its Subsidiaries, taken as based on amounts paid or payable in such periods (each, a whole“Significant Supplier”), and the Company has no knowledge of any material dissatisfaction with the Company on the part of any Significant Supplier. As Each Significant Supplier is listed on Schedule 2.20(b) of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Disclosure Letter. Neither the Company or nor any of its Subsidiaries has received any written information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Entity or Acquirer). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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) Section 3.26(aAs of the date hereof, neither the Company nor any Company Subsidiary has any outstanding material dispute, which has been communicated in writing, concerning its products and/or services with any customer or distributor who, in the year ended January 31, 2004 or the three months ended April 30, 2004, was one of the 20 largest sources of revenues recognized under GAAP for the Company and the Company Subsidiaries during such periods (each, a "SIGNIFICANT CUSTOMER"). Each Significant Customer is listed on Schedule 3.22(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreementhereof, 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course Subsidiaries has received any written notice from any Significant Customer that such customer shall not continue as a customer of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole(or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor byhereof, the Company or has not had any of its 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 repair or replacement consistent with past history and those repairs or replacements that would not result in a reversal of any revenue by the Company on the statements of operations included in the Company Financial Statements. To the Company's knowledge, the Company could not reasonably be expected as a result 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) As of the date hereof, neither the Company nor any Company Subsidiary has any outstanding material dispute, which has been communicated in writing, concerning products and/or services provided by any supplier who, in the year ended January 31, 2004 or the three months ended April 30, 2004, was one of the 10 largest suppliers of products and/or services to the Company, based on amounts paid or payable (each, a "SIGNIFICANT SUPPLIER"). Each Significant Supplier is listed on Schedule 3.22(b) of the Company Disclosure Letter. As of the date hereof, neither the Company nor any of the Company Subsidiaries have been paid in all material respects in accordance has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with their respective termsthe Company (or the Surviving Corporation or Acquiror).

Customers and Suppliers. (ai) Section 3.26(a6.1(t)(i) of the Company Disclosure Letter sets forth a true and complete list of the ten twenty-five (1025) largest (measured by gross revenue to customers of the Company and its Subsidiaries (based on dollar amounts of products and services purchased from them on a consolidated basis) customers for the years ending December 31, 2018 and December 31, 2019 (each, a the “Material Company CustomerCustomers”) to and the dollar amounts for which the Company and its Subsidiaries for collectively invoiced such Material Customers during such periods. All Material Customers continue to be customers of the twelve (12) month period Company and its Subsidiaries and none of them have received any notice, nor does the Company otherwise have Knowledge, that any Material Customer will materially reduce its business with the Company and its Subsidiaries from the levels achieved during the year ending on June 30December 31, 20232019. Since the Balance Sheet Date, no Material Customer has modified or, to the Knowledge of the Company, indicated that it intends to adversely modify its relationship with the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is currently involved in any material claim, dispute or controversy with any Material Customer. (bii) Section 3.26(b6.1(t)(ii) of the Company Disclosure Letter sets forth a true and complete list the twenty-five (25) largest vendors of the ten Company and its Subsidiaries (10) largest (measured by gross expenditures based on dollar amounts of products and services purchased from them by the Company and its Subsidiaries on a consolidated basis) vendors for the years ending December 31, 2018 and December 31, 2019 (each, a the “Material Company VendorVendors”) to and the dollar amounts for which the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As were collectively invoiced by such Material Vendors during such periods. All Material Vendors continue to be vendors of the date Company and its Subsidiaries and none of this Agreementthem have received any notice, nor does the Company otherwise have Knowledge, that any Material Vendor will materially reduce its business with the Company and its Subsidiaries from the levels achieved during the year ending December 31, 2019. Since the Balance Sheet Date, no Material Company Customer or Material Company Vendor has terminated or cancelledmodified or, or notified to the Company or any Knowledge of its Subsidiaries the Company, indicated that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, adversely modify its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of and its Subsidiaries. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged currently involved in a any material claim, dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship controversy with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsVendor.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2012 or the six months ended June 30, 2013, was one of the 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 no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Part 2.25(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesSchedule. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged has received any written, or to the Knowledge of the Company, any other, information from any Significant Customer that such customer shall not continue as a customer of the Company or such Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Parent). The Company has not had any of its products returned by a purchaser thereof in a material dispute with a Material Company Customer the year ended December 31, 2012 or Material Company Vendor. From the six months ended June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, 2013 except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes history. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the aggregate would not be materially adverse year ended December 31, 2012 or the six months ended June 30, 2013, was one of the 10 largest suppliers of products and/or services to the Company and its Subsidiaries, taken as based on amounts paid or payable (each, a whole"Significant Supplier"), and the Company has no Knowledge of any written notice of material dissatisfaction on the part of any Significant Supplier. As Each Significant Supplier is listed on Part 2.25(b) of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Disclosure Schedule. Neither the Company or nor any of its Subsidiaries has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Parent). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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) Section 3.26(a3.1(36)(a) of the Company Disclosure Letter sets forth a true and complete list identifies each of the ten (10) largest (measured by gross revenue to customers of the Company and its Subsidiaries 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 a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”) to together with such amounts paid or payable. The relationships of the Company and its Subsidiaries for with such Significant Customers are good commercial working relationships and, to the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) knowledge of the Company Disclosure Letter sets forth a true and complete list Company, none 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 has any outstanding material dispute with any Significant Customer. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received written notice from any Significant Customer that it such customer shall not continue as a customer of the Company or any of its Subsidiaries, as applicable, or that such customer intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify in any material respect any Contracts with the Company or any of its Subsidiaries in a manner that is materially adverse to the Company or the applicable Subsidiary. (b) Section 3.1(36)(b) of the Company Disclosure Letter identifies each of the ten largest suppliers of the Company and its Subsidiaries 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”) together with such amounts paid or payable. The relationships of the Company 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 SubsidiariesSubsidiaries has any outstanding material dispute with any Significant Supplier. As To the knowledge of the date of this AgreementCompany, neither the Company nor any of its Subsidiaries is engaged has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier of the Company or any of its Subsidiaries, as applicable, or that such supplier intends to terminate or modify in any material respect any Material Contracts with the Company or any of its Subsidiaries 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor manner that is materially adverse to the Company or its Subsidiaries, except changes made the applicable Subsidiary. (37) Products. (a) All Company Products have been manufactured in the ordinary course accordance in all material respects with applicable Law and meet all material specifications in all Contracts with customers of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its SubsidiariesSubsidiaries relating to the sale of such Company Products. (b) For each jurisdiction in which it manufactures, taken as a whole. As of the date of this Agreementimports, all amounts due and owing by such Material Company Customer todistributes, leases, offers for sale or to such Material Company Vendor bysells any radio apparatus, interference-causing equipment or radio-sensitive equipment, the Company holds all necessary material Authorizations, and complies with all standards, that are required by applicable Law. (c) None of the Company, any of its Subsidiaries, or any of its Subsidiaries have been paid in all material respects in accordance with their respective termscustomers have, since January 1, 2020, instituted a product recall of any Company product or service or received a written notice from any Governmental Entity that a product recall related to any Company product or service is necessary (whether for any safety issue, quality issue or otherwise). To the knowledge of the Company, no circumstance or condition exists (that with or without notice or lapse of time, or both) that will, or would reasonably be expected to, require or result in a product recall of any Company product.

Customers and Suppliers. (a) Section 3.26(aSchedule 2.21(a) of the Company Disclosure Letter sets forth a true complete and complete accurate list of the ten names of the Company’s and its Subsidiaries’ twenty five (1025) largest customers (measured by determined in accordance with the gross revenue to received by the Company and its Subsidiaries on a consolidated basisSubsidiaries) customers (each, a “Material Company Significant Customer”) for the fiscal year ended February 28, 2011. As of the Agreement Date, neither the Company nor any of its Subsidiaries has received any written notice from or otherwise been informed by any Significant Customer of any intention or threat to terminate or materially reduce purchases from the Company or any of its Subsidiaries (other than ordinary course seasonal fluctuations in customer demand consistent with past practice). Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any Significant Customer. 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 result in a reversal of any material amount of revenue by the Company. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that any failure of any representation or warranty made by the Company in this Section 2.21(a) to be true and its Subsidiaries correct shall not be deemed to be (i) a failure of the condition to the obligations of Acquirer to consummate the transactions contemplated by this Agreement pursuant to Section 6.3(a) or (ii) a material breach by the Company or Holdco of any representation or warranty contained in this Agreement for purposes of Acquirer’s right to terminate this Agreement under clause (i) of Section 7.1(a)(iv); provided, however, that the twelve (12) month period ending on June 30, 2023parties hereto acknowledge and agree that the foregoing limitation shall not be deemed to limit or impair any rights of indemnification pursuant to Article 8 with respect to any such failure of such representation or warranty to be true and correct and Acquirer shall be entitled to seek indemnification for any such failure under and subject to the terms of Article 8. (b) Section 3.26(bSchedule 2.21(b) of the Company Disclosure Letter sets forth a true complete and complete accurate list of the names of the Company’s and its Subsidiaries’ ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors suppliers (each, a “Material Company VendorSignificant Supplier”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30fiscal year ended February 28, 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 Subsidiaries2011. As of the date of this AgreementAgreement Date, neither the Company nor any of its Subsidiaries is engaged in has received any written notice from or otherwise been informed by any Significant Supplier that such Significant Supplier will not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date supplier of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be that such Significant Supplier intends to terminate or materially adverse reduce supplies to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsSubsidiaries.

Customers and Suppliers. (a) Section 3.26(aThe 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 dispute concerning products and/or services provided by any supplier who, for the year ended December 31, 2013 or the three months ended March 31, 2014, was one of the 10 largest suppliers of products and/or services to the Company, based on amounts paid or payable (each, a “Significant Supplier”), and neither the Company nor any Subsidiary has knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 2.19(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in has received any information from any Significant Supplier that such supplier shall not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse supplier to the Company or its Subsidiaries, except changes made in such Subsidiary (or the ordinary course of business consistent Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with past practices which changes in the aggregate would not be materially adverse to Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company and its SubsidiariesSubsidiaries have access, taken as a whole. As of the date of this Agreementon commercially reasonable terms, to all amounts due products and owing by such Material Company Customer toservices reasonably necessary to carry on their respective businesses, or to such Material Company Vendor by, and the Company or has no knowledge of any of its Subsidiaries reason why they will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aNeither the Company nor any Subsidiary has any outstanding material disputes concerning any Company Products with any customer, user, reseller, distributor, OEM or other licensee who, in either (i) the fiscal year ended December 31, 2018 and/or (ii) the fiscal year ending December 31, 2019 (as reasonably projected), represented or will represent aggregate revenues to the Company and the Subsidiaries, taken together, of $250,000 or more during such period(s) for Company Products (each, a “Significant Customer”). Neither the Company nor any Subsidiary has received any written or, to the Knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company Disclosure Letter sets forth a true and complete list or any Subsidiary after the consummation of the Transactions or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any Subsidiary. (b) 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 December 31, 2018 was and/or (ii) in the fiscal year ending December 31, 2019 is reasonably projected to be, one of the ten (10) largest (measured by gross revenue suppliers of products and/or services to the Company and its the Subsidiaries based on a consolidated basis) customers amounts paid or payable by the Company and the Subsidiaries to such supplier during such period (each, a “Material Significant Supplier”). Neither the Company Customer”) nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company and its Subsidiaries for or any Subsidiary after the twelve Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company (12) month period ending on June 30, 2023. (b) Section 3.26(bor the Second Merger Surviving Entity or Parent) of any Subsidiary. The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company’s business as presently conducted, and the Company Disclosure Letter sets forth a true and complete list has no Knowledge of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries any reason why it will not continue to have such access 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, 2023commercially reasonable terms. (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. As of the date of this Agreement, neither 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 Subsidiary has been no material change in the pricing or other material terms of its business relationship any Contracts with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsGovernmental Entity.

Customers and Suppliers. (a) Section 3.26(aThe 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 sets forth a true and complete list Letter. (b) Neither the Company nor the Operating Subsidiary currently has or previously has had, any material disputes concerning its services with any customer of the ten Company or the Operating Subsidiary, and the Company has no Knowledge of any material dissatisfaction on the part of any such customer or any facts or circumstances that would lead to such material dissatisfaction. Each such customer is listed on Schedule 3.25(b) of the Company Disclosure Letter. Neither the Company nor the Operating Subsidiary has received written or, to the Knowledge of the Company, oral notice from any customer that such customer shall not continue as a customer of the Company or that such customer intends to terminate or materially modify existing Contracts with the Company (10or the Surviving Corporation or Parent). (c) Neither the Company nor the Operating Subsidiary has, and has not had, any material dispute concerning products and/or services provided by any supplier who, in the twelve months preceding the Balance Sheet Date, was one of the 10 largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries or the Operating Subsidiary, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company CustomerSignificant Supplier”) to ), and the Company and its Subsidiaries for has no Knowledge of any material dissatisfaction on the twelve (12) month period ending part of any Significant Supplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed on June 30, 2023. (b) Section 3.26(bSchedule 3.25(c) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by Letter.Neither the Company and its Subsidiaries on nor the Operating Subsidiary has received any written notice from any Significant Supplier that such supplier shall not continue as a consolidated basis) vendors (each, a “Material Company Vendor”) supplier to the Company and its Subsidiaries for or the twelve (12) month period ending on June 30Operating Subsidiary, 2023. (c) As of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelledas applicable, or notified the Company or any of its Subsidiaries that it such supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company or any the Operating Subsidiary (or the Surviving Corporation or Parent).Each of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiariesthe Operating Subsidiary has access, taken as a whole. As of the date of this Agreementon commercially reasonable terms, to all amounts due products and owing by such Material Company Customer to, or services reasonably necessary to such Material Company Vendor by, carry on the Company or Business, and the Company has no Knowledge of any of its Subsidiaries reason why it will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a3.28(a) of the Company Disclosure Letter sets forth a true and complete list identifies each of the ten (10) largest (measured by gross revenue to customers of the Company and its Subsidiaries in financial years ended December 31, 2019 and December 31, 2020 based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”) to ). To the Company and its Subsidiaries for Knowledge of the twelve (12) month period ending on June 30Company, 2023. (b) Section 3.26(b) none of the Company Disclosure Letter sets forth a true and complete list or any 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) has any outstanding material dispute with any Significant Customer. As of the date of this Agreement, no Material to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received written notice from any Significant Customer or Material Company Vendor has terminated or cancelled, or notified that such customer shall not continue as a customer of the Company or any of its Subsidiaries Subsidiaries, as applicable, or that it such customer intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify in any material respect existing Contracts with the Company or any of its Subsidiaries in a manner that is materially adverse to the Company or the applicable Subsidiary. (b) Section 3.28(b) of the Company Disclosure Letter identifies each of the ten largest suppliers of the Company and its Subsidiaries 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, none of the Company nor any of its SubsidiariesSubsidiaries has any outstanding material dispute with any Significant Supplier. As of the date of this Agreement, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is engaged has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier of the Company or any of its Subsidiaries, as applicable, or that such supplier intends to terminate or modify in any material respect existing Contracts with the Company or any of its Subsidiaries 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor manner that is materially adverse to the Company or its Subsidiariesthe applicable Subsidiary. (c) Each Contract with a Significant Customer and a Significant Supplier is, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse subject to the Company Enforceability Exceptions, a valid and its Subsidiaries, taken as a whole. As binding agreement of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or its applicable Subsidiary, except where failure to be valid and binding would not have a Company Material Adverse Effect. None of the Company, its applicable Subsidiary and, to the Knowledge of the Company, any of its Subsidiaries 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 been paid in all material respects in accordance with their respective termsa Company Material Adverse Effect.

Customers and Suppliers. (a) Section 3.26(a2.21(a)(i) of the Company Disclosure Letter Schedule sets forth a true and complete list of the top ten (10) largest customers (measured by gross revenue to or group of affiliated customers) of the Company and its Subsidiaries based on a consolidated basisrevenue during each of the (A) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) twelve-month period ending on June 30December 31, 2023. 2020 and (bB) the year-to-date period ending on the last day of the calendar month immediately preceding the Agreement Date (each a “Significant Customer”). Section 3.26(b2.21(a)(ii) of the Company Disclosure Letter Schedule sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on each Contract with a consolidated basis) vendors (each, a “Material Company Vendor”) Significant Customer 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 which the Company or any of its Subsidiaries that it intends is a party or to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship with which the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiariestheir respective assets or properties is bound as of the Agreement Date. As of the date Agreement Date, none of this Agreementthe 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’s Knowledge there is no material dissatisfaction on the part of any Significant Customer. Since January 1, 2020, neither the Company nor any of its Subsidiaries is engaged in have 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, as the case may be, of the Company or, following the Effective Time, Parent or any of its Affiliates or that such partner intends to terminate, breach or request a material dispute modification to existing Contracts with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or any of its 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 any customer of the Company or any of its Subsidiaries with respect to any Company Offerings except for normal warranty claims and refunds consistent with past history or in the Ordinary Course of Business and that would not result in a reversal of any material amount of revenue by the Company or any of its Subsidiaries, except changes made in as the ordinary course case may be. (b) Section 2.21(b)(i) of business consistent with past practices which changes in the aggregate would not be materially adverse Disclosure Schedule sets forth the top eight (8) vendors, suppliers of products and services to the Company and its Subsidiaries, taken as a whole. As 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 date calendar month immediately preceding the Agreement Date (each, a “Significant Supplier”). Section 2.21(b)(ii) of this Agreement, all amounts due and owing by such Material Company Customer to, or the Disclosure Schedule sets forth a list of each Contract with a Significant Supplier to such Material Company Vendor by, which the Company or any of its Subsidiaries have been paid in all material respects in accordance with is a party or to which the Company or any of its Subsidiaries or any of their respective termsassets 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’s Knowledge, there is no material dissatisfaction on the part of any Significant Supplier. Neither the Company nor any of its Subsidiaries have received any written (or, to the Knowledge of the Company, oral) notice from any Significant Supplier that such vendor, supplier, or content partner shall not continue to work with the Company or any of its Subsidiaries, as the case may be, or, following the Effective Time, Parent or any of its Affiliates or that such vendor, supplier, or content partner intends to terminate, breach or not renew existing Contracts with the Company or any of its Subsidiaries, as the case may be, or, following the Effective Time, Parent or any of its Affiliates.

Customers and Suppliers. (a) Section 3.26(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 Company Disclosure Letter ordinary course of business for usual quantities and at normal prices. Schedule 3.23 sets forth a true 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 (10with respect to customers) largest or costs of items purchased (measured by gross revenue with respect to suppliers) for each of the Company fiscal year ended December 31, 1996 and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) six-month period ending on ended June 30, 20231997. 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 Repap, Repap USA nor any of the Subsidiaries knows of any fact, condition or event which would adversely affect its relationship with any customer or supplier in any manner that will reasonably likely have a Material Adverse Effect. Since December 31, 1996, there has been no cancellation of backlogged orders in material excess of the average rate of cancellation prior to such date. (b) Section 3.26(bNeither Repap USA, any Subsidiary, nor any of their officers or 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 Business (or assist in connection with any actual or proposed transaction) of the Company Disclosure Letter sets forth which could subject Repap USA or any Subsidiary or Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or which would have 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, 2023Adverse Effect. (c) As of Except as set forth on Schedule 3.23, (i) no Person within the date of this Agreement, no Material Company Customer last twelve months has threatened in writing to cancel or Material Company Vendor has terminated or cancelledotherwise terminate, or notified to the Company Knowledge of Repap has threatened orally to cancel or otherwise terminate, the relationship of such Person with Repap USA and each Subsidiary in any of its Subsidiaries manner that it intends 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 terminate decrease or cancellimit materially, or decrease materially or, to the Company’s knowledgeKnowledge of Repap, threatened intends to decrease or limit materially, its relationship with the Company supplies to Repap USA or any Subsidiary or its purchase of its Subsidiaries in a manner materially adverse to the Company Repap USA's or any of its SubsidiariesSubsidiary's products or services. 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 AgreementExcept as set forth on Schedule 3.23, there has been is no material change in purchase commitment which provides that any supplier will be the pricing or other material terms exclusive supplier of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company Repap USA or any Subsidiary. There is no material purchase commitment requiring Repap USA or any Subsidiary to purchase the entire output of its Subsidiaries have been paid in all material respects in accordance with their respective termsa supplier.

Customers and Suppliers. (a) The Company has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources of revenues for the Company, based on amounts paid or payable in the year ended December 31, 2008 (each, a “Significant Customer”), and the Company has 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 on Section 3.26(a3.20(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to Schedule. Since January 1, 2009, the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 not received any of its Subsidiaries that it intends to terminate or cancel, or decrease materially written or, to the Company’s knowledge, threatened to decrease materially, its relationship with oral notice from any Significant Customer that such customer shall not continue as a customer of the Company or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation, Parent or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. The Company has not had any of its products returned by a Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a manner materially adverse reversal of any material amount of revenue by the Company. (b) The Company has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2008 was one of the 10 largest suppliers of products and/or services to the Company, 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 on Section 3.20(b) of the Company Disclosure Schedule. Since January 1, 2009, the Company has not received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company or any of its Subsidiaries. As of the date of this Agreement, neither Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Company Customer (or Material Company Vendor. From June 30the Surviving Corporation, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company Parent or any of its Subsidiaries Subsidiaries). The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company Businesses, and the Company has no knowledge of any reason why it will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Except as set forth on Section 3.26(a3.18(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. As of the date of this AgreementSchedule, neither the Company nor any of its Subsidiaries is engaged in a has any outstanding or has had, since January 1, 2012, any material dispute concerning its goods and/or services with a Material Company Customer or Material Company Vendor. From June 30any customer who, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms twelve (12) months ended December 31, 2012, was one of the ten (10) largest sources of revenue for the Company and its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse Subsidiaries (taken as a whole), based on amounts paid to the Company or its Subsidiaries, except changes made Subsidiaries (in the ordinary course case of business consistent the Subsidiaries measured during the time such entity was a subsidiary of the Company) (each, a “Significant Customer”). Each Significant Customer is listed on Section 3.18(a) of the Company Disclosure Schedule. Except as set forth on Section 3.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received a written notice (or, to the Company's Knowledge, any oral notice) from any Significant Customer that such customer (i) intends to terminate or materially and adversely to the Company modify existing Contracts with past practices which changes the Company or its Subsidiaries or materially reduce the rate or volume or amount paid to the Company or its Subsidiaries for products and services or (ii) plans to seek to purchase the products and services provided by the Company or its Subsidiaries from any other supplier or vendor not currently providing such products and services to such customer or convert any exclusive or single-source purchasing arrangement or relationship between such customer and the Company or its Subsidiaries into a non-exclusive or multi-source arrangement or relationship. Except as set forth on Section 3.18(a) of the Company Disclosure Schedule, the Company and its Subsidiaries have no agreement with any current or former customer that limits the Company's or its Subsidiaries' ability to sell its products and services to any other customer in any geographic area. (b) Except as set forth on Section 3.18(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any outstanding or has had, since January 1, 2012, any material dispute concerning goods and/or services provided by any supplier who, in the aggregate would not be twelve (12) months ended December 31, 2012, was one of the ten (10) largest suppliers of goods and/or services to the Company and its Subsidiaries (taken as a whole), based on amounts paid to the Company or its Subsidiaries (in the case of the Subsidiaries measured during the time such entity was a subsidiary of the Company) (each, a “Significant Supplier”). Each Significant Supplier is listed on Section 3.18(b) of the Company Disclosure Schedule. Except as set forth on Section 3.18(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received a written notice (or, to the Company's Knowledge, any oral notice) from any Significant Supplier that such supplier intends to terminate or materially adverse and adversely to the Company modify existing Contracts with the Company or such Subsidiary or stop or materially reduce the rate of supplying goods and/or services to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective terms.

Customers and Suppliers. (a) Section 3.26(a3.1(36)(a) of the Company Disclosure Letter sets forth a true and complete list identifies each of the ten (10) largest (measured by gross revenue to customers of the Company and its Subsidiaries 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 a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”) to together with such amounts paid or payable. The relationships of the Company and its Subsidiaries for with such Significant Customers are good commercial working relationships and, to the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) knowledge of the Company Disclosure Letter sets forth a true and complete list Company, none 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 has any outstanding material dispute with any Significant Customer. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received written notice from any Significant Customer that it such customer shall not continue as a customer of the Company or any of its Subsidiaries, as applicable, or that such customer intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify in any material respect any Contracts with the Company or any of its Subsidiaries in a manner that is materially adverse to the Company or the applicable Subsidiary. (b) Section 3.1(36)(b) of the Company Disclosure Letter identifies each of the ten largest suppliers of the Company and its Subsidiaries 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”) together with such amounts paid or payable. The relationships of the Company 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 SubsidiariesSubsidiaries has any outstanding material dispute with any Significant Supplier. As To the knowledge of the date of this AgreementCompany, neither the Company nor any of its Subsidiaries is engaged has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier of the Company or any of its Subsidiaries, as applicable, or that such supplier intends to terminate or modify in any material respect any Material Contracts with the Company or any of its Subsidiaries 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor manner that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsapplicable Subsidiary.

Customers and Suppliers. (a) Section 3.26(aExcept as set forth in Schedule ‎2.20(a) of the Company Disclosure Letter sets forth a true and complete list 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 December 31, 2015 or the year ended on the Company Balance Sheet Date, was one of the ten (10) 20 largest (measured by gross revenue to sources of revenues for the Company and its Subsidiaries based on a consolidated basis) customers amounts billed (each, a “Material Company "Significant Customer”"). Each Significant Customer is listed on Schedule ‎2.20(a) to of the Company and Disclosure Schedule. The Company has not received written notice from any Significant Customer that such customer shall not continue as a customer of the Company or that such Significant Customer intends to materially reduce its Subsidiaries for the twelve (12) month period ending on June 30, 2023consumption of Company Products. (b) Section 3.26(bThe Company does not have any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2015 or the year ended on the Company Balance Sheet Date, was one of the 10 largest suppliers of products and/or services to the Company based on amounts paid (each, a "Significant Supplier"). Each Significant Supplier is listed on Schedule ‎2.20(b) of the Company Disclosure Letter sets forth Schedule. The Company has not received written notice from any Significant Supplier that such supplier shall not continue as 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”) supplier to the Company or that such Significant Supplier intends to terminate or materially modify its existing Contracts with the Company with respect to products and its Subsidiaries for the twelve (12) month period ending on June 30, 2023services supplied by such Significant Supplier. (c) As of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified The accounts receivable shown on the Company or any of its Subsidiaries that it intends to terminate or cancel, or decrease materially or, to Balance Sheet (excluding 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made BWC Receivables) arose in the ordinary course of business business, consistent with past practices which changes 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 shall arise in the aggregate would not be materially adverse 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 has sent invoices or plans to send invoices relating to the Company and its Subsidiaries, taken amounts that are included on Exhibit G as a wholeBWC Receivables. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or No Person has any lien (other than Permitted Encumbrances) on any of its Subsidiaries have such accounts receivable, and no agreement for deduction or discount has been paid in made with respect to any of such accounts receivable. Each account receivable (excluding the BWC Receivables) is free and clear of all material respects in accordance with their respective termsEncumbrances (other than Permitted Encumbrances).

Customers and Suppliers. (a) Section 3.26(a) Neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended December 31, 2015 or the eight months ended August 31, 2016, was one of the Company Disclosure Letter sets forth a true and complete list 10 largest sources of revenues for the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries Company, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30), 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 orand, to the Company’s knowledgeKnowledge, threatened to decrease materially, its relationship no Significant Customer is materially dissatisfied with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. As of Each Significant Customer is listed on Schedule 3.16(a). To the date of this AgreementCompany’s Knowledge, neither the Company nor has not received any information from any Significant Customer that such customer shall not continue as a customer 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in Subsidiaries (or the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company Surviving Corporation or Parent and its Subsidiaries) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation) and its Subsidiaries. (b) The Company has no outstanding material dispute concerning products and/or services provided by any supplier who, taken as a whole. As year ended December 31, 2015 or the eight months ended August 31, 2016, was one of the date 10 largest suppliers of this Agreementproducts and/or services to the Company, all based on amounts due and owing by such Material Company Customer topaid or payable (each, or a “Significant Supplier”), and, to such Material Company Vendor bythe Company’s Knowledge, no Significant Supplier is materially dissatisfied with the Company or any of its Subsidiaries. Each Significant Supplier is listed on Schedule 3.16(b). To the Company’s Knowledge, the Company has not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or its Subsidiaries (or the Surviving Corporation or Parent and its Subsidiaries) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Parent and its Subsidiaries). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with their respective termsproducts and services reasonably necessary to carry on its business.

Customers and Suppliers. (a) Section 3.26(aSchedule 2.19(a) of to the Company Disclosure Letter Memorandum sets forth a true an accurate and complete list of each customer of Seller or the ten Business by revenue during the year that ended on December 31, 2023, and for the three months ended March 31, 2024 (10such periods, the “Reference Period”) largest (measured by gross revenue 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 Company 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 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. (b) Schedule 2.19(b) to the Disclosure Memorandum sets forth an accurate and its Subsidiaries on a consolidated basis) customers complete list of Seller’s top 15 suppliers, vendors, and other third-party service providers (each, a “Material Company Customer”Vendor” and each Vendor required to be set forth on Schedule 2.19(b) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 (eachMemorandum, a “Material Company Vendor”) ), by the 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 Company and Knowledge of Seller, threatened to decrease or limit in any material respect, its Subsidiaries for supply or services to Seller. Seller has not received any notice of, and, to the twelve (12) month period ending on June 30Knowledge of Seller, 2023no circumstance exists that would cause Seller to expect, any material modification to Seller’s relationship with any Material Vendor, nor is there or has there been, during the Reference Period, any material dispute with or Claim by any Vendor concerning such Vendor’s supply or services to Seller. (c) As Seller has made available to Buyer a register of all written Claims received by Seller during 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, 36 months prior to the Company’s knowledge, threatened to decrease materially, its relationship with the Company Agreement Date from any customer or any Vendor other than in respect of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, delivery delays or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsproduct returns.

Customers and Suppliers. (a) Section 3.26(aSchedule 3.20(a) of the Company Sellers’ Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue with respect to the Company and its Subsidiaries Business the top ten customers based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) customers for goods or services for each of the two most recent fiscal years (each, each such customer a “Material Company Customer”), and for the 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 Company and its Subsidiaries RFG Family Entities (on a consolidated basis) for goods or services for the twelve two most recent fiscal years. As of the date hereof, no RFG Family Entity has received any written notice that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the RFG Family Entities or to otherwise terminate or reduce its relationship with the Business. The [***] has 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 business, consistent with past practice. There are no facts or circumstances (12including the consummation of the transactions contemplated hereby) month period ending that 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 June 30, 2023the relationship of any RFG Family Entity with such a customer or group of customers. (b) Section 3.26(bSchedule 3.20(b) of the Company Sellers’ Disclosure Letter sets forth a true and complete list of with respect to the Business the top ten suppliers to whom the RFG Family Entities (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors have paid consideration for goods or services rendered based on the aggregate amount paid for each of the two most recent fiscal years (each, each such supplier a “Material Company VendorSuppliers”) ). As of the date hereof, 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 Company RFG Entities or to otherwise terminate or reduce its relationship with the Business and its Subsidiaries for to the twelve Knowledge of the RFG Family Entities, there are no facts or circumstances (12including the consummation of the transactions contemplated hereby) month period ending that are likely to result in the loss of any one such supplier or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on June 30, 2023the relationship of any of the RFG Family Entities with such a supplier or group of suppliers. (c) As Except as set forth on Schedule 3.20(c), as of the date of this Agreementhereof, no Material Company Customer or Material Company Vendor RFG Family Entity has terminated or cancelledreceived any written notice that any of the Co-Packers has ceased, or notified the Company or any of its Subsidiaries that it intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, reduce its relationship with the Company RFG Entities and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such Co-Packer or group of Co-Packers by any of its Subsidiaries in the RFG Family Entities or have a manner materially adverse to Material Adverse Effect on the Company or relationship of any of its Subsidiaries. As the RFG Family Entities with such a Co-Packer or group 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsCo-Packers.

Customers and Suppliers. (a) Section 3.26(aSet forth on Schedule 3.25(a)(i) of the Company Seller Disclosure Letter sets forth a true and complete list are the Business’ twenty (20) largest customers by each Mill, by dollar volume, for each of the ten two (102) largest (measured by gross revenue most recent fiscal years, and set forth opposite the name of each such customer is the dollar amount of sales attributable to the Company and its Subsidiaries such customer for such periods. None of Seller, any Selling Subsidiary or any Conveyed Entity is engaged in any dispute with any customer identified on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(bSchedule 3.25(a)(i) of the Company Seller Disclosure Letter sets forth a true and complete list of (collectively, the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company VendorSpecified Customers”) 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 material dispute with any other current customer. No Specified Customer has notified any of its Subsidiaries Seller, any Selling Subsidiary or any Conveyed Entity in writing that it intends to terminate or cancelreduce its business relations with Seller, any Selling Subsidiary or decrease materially or, any Conveyed Entity or otherwise with respect to the CompanyBusiness. None of Seller’s, any Selling Subsidiary’s knowledge, threatened to decrease materially, its relationship or any Conveyed Entity’s business relations with the Company any of their respective customers or any of its Subsidiaries 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 manner materially adverse to the Company material reduction in Seller’s, any Selling Subsidiary’s or any of its Subsidiaries. As Conveyed Entity’s business relations with any such customer (it being agreed that any reduction in business relations with any Specified Customer would be deemed a material reduction). (b) Set forth on Schedule 3.25(b) of the date Seller Disclosure Letter are the Business’ twenty (20) largest suppliers by each mill, by dollar volume, for each of this Agreementthe two (2) most recent fiscal years. None of Seller, neither the Company nor any of its Subsidiaries Selling Subsidiary or any Conveyed Entity is engaged in a any material dispute with a Material Company Customer any current supplier, no such supplier has notified the Seller, any Selling Subsidiary or Material Company Vendor. From June 30any Conveyed Entity in writing that it intends to terminate or materially reduce its business relations with Seller, 2023 any Selling Subsidiary or any Conveyed Entity or otherwise with respect to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsBusiness.

Customers and Suppliers. (a) Section 3.26(a) Except as otherwise provided for in the Companies Disclosure Schedules, neither Company has any outstanding material disputes concerning its products and/or services with any customer or distributor. For purposes of this Agreement, the Companies have disclosed to the Parent any customer who was one of the Company Disclosure Letter sets forth a true and complete list 10 largest sources of revenues for such Company, based on amounts paid or payable in the ten (10) largest (measured by gross revenue year ended December 31, 2015, or to the Company and its Subsidiaries extent different, the 10 largest sources of revenues for such Company, based on a consolidated basis) customers amounts paid or payable in the year ended December 31, 2016 or during the seven month period ended July 31, 2017 (each, a “Material Company Significant Customer”) ). Each Significant Customer, together with the amount of revenues paid or payable by such Significant Customer to the Company Companies in the years ended December 31, 2015 and its Subsidiaries for December 31, 2016, and during the twelve (12) seven month period ending ended July 31, 2017, is listed on June 30, 2023. (b) Section 3.26(b3.20(a) of the Company Companies Disclosure Letter 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 (eachSchedule. Since July 31, a “Material Company Vendor”) 2017 through 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. As of the date of this Agreement, neither the Company nor has received any written notice from any Significant Customer that such customer shall not continue as a customer of such Company or any of its Subsidiaries is engaged or that such customer intends to terminate or materially and in a manner detrimental to such Company or its Subsidiaries modify existing Contracts with such Company (or the applicable Surviving Corporation, Parent or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. Each Company has not had any of its products returned by a Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue of such Company. (b) Neither Company has outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2015 was one of the 5 largest suppliers of products and/or services to such Company, or in the year ended December 31, 2016 was one of the 10 largest suppliers of products and/or services, in either case based on amounts paid or payable (each, a “Significant Supplier”). Each Significant Supplier, together with a Material the amounts paid or payable by such Company Customer to such Significant Supplier during the years ended December 31, 2015 or Material Company VendorDecember 31, 2016, is listed on Section 3.20(b) of the Companies Disclosure Schedule. From June 30Since January 1, 2023 2017 through to the date of this Agreement, there neither Company has been no material change in the pricing or other material terms of its business relationship with received any Material Company Customer or Material Company Vendor written notice from any Significant Supplier that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would such supplier shall not be materially adverse to the Company and its Subsidiaries, taken continue as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or supplier to such Material Company Vendor by, the Company or any of its Subsidiaries or that such supplier intends to terminate or materially and in a manner detrimental to such Company or its Subsidiaries modify existing Contracts with such Company (or the applicable Surviving Corporation, Parent or any of its Subsidiaries). Each Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company Business, and neither Company has knowledge of any reason why it will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aSchedule 2.25(a) of the Company Disclosure Letter sets forth a true and complete an accurate list of the ten 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 no outstanding material disputes concerning 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 (10i) that any such customer or distributor intends to cease or materially diminish the use of the Products and Services or (ii) of any material dissatisfaction or other fact or circumstance that could reasonably be expected to cause such customers or distributors to cease or materially diminish the use of the Products and Services. To the knowledge of the Members, Seller has not received any information from any customer, reseller or distributor that such customer, reseller or distributor shall not continue as a customer, reseller or distributor of Buyer after the Closing or that such customer, reseller or distributor intends to terminate or modify existing Customer Contracts with Seller. The Members have not had any of the Products and Services returned or discontinued by a purchaser thereof except as would not result in a reversal of any revenue by Seller. (b) Schedule 2.25(b) of the Disclosure Letter sets forth an accurate list of each supplier of Seller who, for the year ended December 31, 2011, was one of the twenty (20) largest (measured by gross revenue suppliers of products and/or services to the Company and its Subsidiaries Seller, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company CustomerSignificant Supplier”). 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 Company and its Subsidiaries for pricing of, the twelve provision of products and/or services to Seller or (12) month period ending on June 30, 2023. (b) Section 3.26(bii) of any material dissatisfaction or other fact or circumstance that could reasonably be expected to cause any Significant Supplier to cease or materially diminish the Company Disclosure Letter sets forth provision of products and/or services to Seller. The Members have not received any information from any Significant Supplier that such supplier shall not continue as a true and complete list of supplier to Buyer after 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 Closing or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it such supplier intends to terminate or cancelmodify existing contracts with Seller or materially increase the pricing for the products and/or services provided to Seller. Seller has access, or decrease materially oron commercially reasonable terms, to all products and services reasonably necessary to carry on business, and the Company’s knowledge, threatened Members have no knowledge of any reason why it will not continue 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a4.18(a) of the Company Disclosure Letter Schedules sets forth a true and complete list the top 20 customers of the ten Company in terms of revenue (10calculated consistent with the Company’s historical practice) largest (measured by gross revenue during each of Company’s three preceding fiscal years. Except as set forth in Section 4.18(a) of the 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 Subsidiaries on a consolidated basisrelationship (including by seeking to renegotiate contractual terms) customers (each, a “Material Company Customer”) to with the Company and or materially limit its Subsidiaries for purchases from the twelve (12) month period ending on June 30, 2023Company. (b) Section 3.26(b4.18(b) of the Company Disclosure Letter Schedules sets forth a true and complete list the top 20 suppliers of the ten Company in terms of revenue (10calculated consistent with the Company’s historical practice) largest (measured by gross expenditures by during each of Company’s three preceding fiscal years. Except as set forth in Section 4.18(b) of the Disclosure Schedules, the Company has not received any written notice that there has been any material adverse change in the price of such supplies or services provided by any such supplier (including the Seller and its Subsidiaries on a consolidated basisAffiliates), or that any such supplier (including the Seller and its Affiliates) vendors (each, a “Material Company Vendor”) will not sell supplies or services to the Company at any time after the Closing Date on terms and conditions substantially the same as those used in its Subsidiaries for current sales to the twelve (12) month period ending on June 30Company, 2023subject to general and customary price increases. To the Knowledge of the Company, no such supplier has otherwise threatened in writing to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby. (c) As of the date of this AgreementSince January 1, 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by2013, the Company has 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 its Subsidiaries have been paid accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in all material respects post-Closing periods, (ii) any 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 accordance post-Closing periods, or (iii) any practice with their respective termsthe purpose of postponing to post-Closing periods payments by the Company that would otherwise be expected (based on past practice) to be made in pre-Closing periods.

Customers and Suppliers. (a) Section 3.26(a4.21(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of the ten Top Customers. No Top Customer has (10i) largest (measured by gross revenue to reduced, cancelled or terminated its business relationship with the Company and its Subsidiaries on a consolidated basis) customers or any of the Subsidiaries, or (eachii), a “Material Company Customer”) to 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 of the Subsidiaries has, nor since January 1, 2016, has had, any material disputes concerning its Subsidiaries for products and/or services with any Top Customer. To the twelve (12) month period ending Knowledge of the Company, there is no dissatisfaction on June 30, 2023the part of any Top Customer or any facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. (b) Section 3.26(b4.21(b) of the Company Disclosure Letter Schedule sets forth a true and complete list of the ten Top Suppliers. No Top Supplier has (10i) largest reduced, cancelled or terminated its business relationship with the Company or any of the Subsidiaries, or (measured by gross expenditures by ii), notified or informed the Company 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 of the Subsidiaries has, nor since January 1, 2016, has had, any material disputes concerning products and/or services provided by any Top Supplier. To the Knowledge of the Company, there is no dissatisfaction on a consolidated basis) vendors (each, a “Material Company Vendor”) the part of any Top Supplier or any facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. Each of the Company and its Subsidiaries for has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on its business, and the twelve (12) month period ending on June 30, 2023. (c) As Knowledge of the date of this AgreementCompany, there is no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified reason why the Company or any of its Subsidiaries that it intends to terminate (whether before 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate after Closing) would not be materially adverse continue to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aNeither 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 years ended December 31, 2008 and 2007, was one of the 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 no Knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in has received any information from any Significant Customer that such customer shall not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date customer of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company has not had any of its Subsidiaries, products returned by a purchaser thereof except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes in the aggregate history and those returns that would not be materially adverse result in a reversal of any revenue by the Company. (b) 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 years ended December 31, 2008 and 2007, was one of the 20 largest suppliers of products and/or services to the Company and its Subsidiaries, taken as based on amounts paid or payable (each, a whole“Significant Supplier”), and the Company has no Knowledge of any material dissatisfaction on the part of any Significant Supplier. As Each Significant Supplier is listed on Schedule 2.20(b) of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Disclosure Letter. Neither the Company or nor any of its Subsidiaries has received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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) Section 3.26(a4.16(a) of the Company Disclosure Letter Schedules sets forth a true and complete list the 9 customers of the ten (10) largest (measured by Company 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 of the Company. The Company has no material disputes or disagreements with any Material Customer. To the Knowledge of the Company and its Subsidiaries on Subsidiaries, there exists no set of facts which could reasonably be expected to furnish a consolidated basis) customers (each, a “basis for any of the Material Company Customer”) Customers to not continue to do business or to materially alter their respective relationship with the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023Company. No Subsidiary has any customers. (b) Section 3.26(b4.16(b) of the Company Disclosure Letter Schedules sets forth a true and complete list the 15 principal suppliers based on expenses to whom each Company has paid consideration for goods or services for the period of January 1, 2018 through November 30, 2018, together with the ten (10) largest (measured by gross expenditures Dollar amount of goods and/or services purchased by the Company and or its Subsidiaries from each such supplier (collectively, the “Material Suppliers”). No Material Suppliers sells to or supplies the Company or its Subsidiaries on a consolidated basis) vendors (eachan exclusive basis or is an employee, a “or deemed an employee, of any of the Company or its Subsidiaries. None of the Material Suppliers’ employees, officers or agents are deemed the employees, officers or agents of any of the Company Vendor”) or its Subsidiaries or cause any of the Company or its Subsidiaries to be responsible in any 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 Company and or its Subsidiaries for to not continue to do business or to materially alter its relationship with any of the twelve (12) month period ending on June 30, 2023Company or its Subsidiaries. None of the Company or its Subsidiaries have any disputes or disagreements with any Material Supplier. (c) As None 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. 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 any other Affiliate or agent of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course or any other Person acting on behalf of business consistent or associated with past practices which changes in the aggregate would not be materially adverse to any of the Company and or its Subsidiaries, taken as 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 a whole. As position to help or hinder the business of the date any of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or its Subsidiaries (including the Business) or assist any of the Company 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 to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have been paid had an adverse effect on the assets, business (including the Business), operations or prospects of any of the Company or its Subsidiaries or (iii) if not continued in all material respects in accordance with their respective termsthe future, may adversely affect the assets, business, operations or prospects of any of the Company or its Subsidiaries.

Customers and Suppliers. (a) Section 3.26(a) Neither Seller has any outstanding material disputes concerning its products and/or services with any customer, OEM, VAR, or distributor who, in the year ended December 31, 2004, was one of the Company Disclosure Letter sets forth a true and complete list 20 largest sources of revenues for the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries Seller, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Significant Customer”), and neither Seller has knowledge of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed on Section 2.23(a) of the Seller Disclosure Letter. Neither Seller has received any written, or the knowledge of Sellers, oral notice from any Significant Customer that such customer shall not continue as a customer of the Business after the Closing or that such customer intends to the Company and terminate or materially modify existing Contracts with such Seller (or Acquiror). Neither Seller has had any of its Subsidiaries products returned by a purchaser thereof except for the twelve (12) month period ending on June 30, 2023normal warranty returns consistent with past history. (b) Section 3.26(b) Neither Seller has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2004, was one of the Company Disclosure Letter sets forth a true and complete list 10 largest suppliers of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries products and/or services to such Seller, based on a consolidated basis) vendors amounts paid or payable (each, a “Material Company VendorSignificant Supplier”), and neither Seller has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Section 2.23(b) of the Seller Disclosure Letter. Neither Seller has received any written, or the knowledge of the Seller, oral notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company and its Subsidiaries for Business after the twelve (12) month period ending on June 30, 2023. (c) As of the date of this Agreement, no Material Company Customer Closing or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it such supplier intends to terminate or cancelmaterially modify existing Contracts with such Seller (or Acquiror). Each Seller has access, or decrease materially oron commercially reasonable terms, to all products and services reasonably necessary to carry on its business, and such Seller has no knowledge of any reason why the Company’s knowledge, threatened Business will not continue 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 neither Company Customer nor any of its subsidiaries has any outstanding material disputes concerning its products and/or services with any customer or Material distributor who, in the year ended December 31, 2007, was one of the ten (10) largest sources of revenues for Company Vendor has terminated or cancelledand its subsidiaries, taken as a whole, during such periods (each, a “Significant Customer”) that would reasonably be expected to result in a material deterioration in, or notified termination of, the relationship between 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 subsidiaries and such Significant Customer. Each Significant Customer is listed on Section 3.24(a) of the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its SubsidiariesDisclosure Letter. As of the date of this Agreement, neither the Company nor any of the its Subsidiaries is engaged in subsidiaries has received any written notice from any Significant Customer that such customer shall not continue as a material dispute customer of Company (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially adversely modify the existing Contracts with a Material Company Customer or Material Company Vendor. From June 30, 2023 to Company. (b) As of the date of this Agreement, there neither Company nor any of its subsidiaries has been no any outstanding material change dispute concerning products and/or services provided by any supplier who, in the pricing or other material terms year ended December 31, 2007, was one of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse the ten (10) largest suppliers of products and/or services to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiariessubsidiaries, taken as based on amounts actually paid by Company and its subsidiaries during such periods (each, a whole“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 such Significant Supplier. Each Significant Supplier is listed on Section 3.24(b) of the Company Disclosure Letter. As of the date of this Agreement, all amounts due and owing by such Material neither Company Customer to, or to such Material Company Vendor by, the Company or nor any of its Subsidiaries have been paid in all material respects in accordance subsidiaries has received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to Company (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially adversely modify the existing Contracts with their respective termsCompany.

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 has approximately 75,100 paying users of Company Products (each, a “Customer”). The Company does not have any outstanding material disputes concerning any Company Products with any Customer and there is no material dissatisfaction on the part of any Customer with respect to any Company Products. The Company has not received any information from any Customer that such Customer shall not continue as a customer of the Company (or Parent) after the Closing. 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 Subsidiaries that it intends revenue by the Company. (b) No Acquired Company has any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended December 31, 2021 was and/or (ii) in the fiscal year ending December 31, 2022 is reasonably projected to terminate be, one of the 20 largest suppliers of products and/or services to the Acquired Companies based on amounts paid or cancelpayable by the Acquired Companies to such supplier during such period (each, or decrease materially ora “Significant Supplier”). There is no material dissatisfaction on the part of the Acquired Companies with respect to any Significant Supplier and, to the Company’s knowledge, threatened to decrease materially, its relationship knowledge of the Acquired Companies there is no material dissatisfaction on the part of any Significant Supplier with the Company or any of its Subsidiaries in a manner materially adverse respect to the Company or any of its SubsidiariesAcquired Companies. As Each Significant Supplier is listed on Schedule 3.21(b) of the date of this Agreement, neither Disclosure Schedule. Neither the Company nor any of its the Subsidiaries is engaged in a material dispute has received any written notice from any Significant Supplier that such Significant Supplier intends to terminate, decline to renew or negatively modify existing Contracts with a Material Company Customer or Material Company Vendoran Acquired Company. From June 30The Acquired Companies have access, 2023 on commercially reasonable terms, to all products and services reasonably necessary to carry on the Business and, to the date knowledge of this Agreementthe Acquired Companies, there has been is no material change in reason why the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse Acquired Companies will not continue to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aExcept as set forth in Schedule 4.33(a) of the Company Seller Disclosure Letter sets forth a true Schedule, neither Seller nor any Seller Entity (i) has any outstanding material disputes concerning Seller’s or any Seller Entity’s products and/or services with any customer and complete list neither Seller nor any Seller Entity has received notice of any material dissatisfaction on the ten part of any customer, (10ii) largest (measured by gross revenue has received any written or, to the Company knowledge of Seller or any Seller Entity, oral notice from any customer that such customer shall not continue as a customer of Seller or any Seller Entity (or Buyer or Parent) after the Closing or that such customer intends to terminate or materially modify existing agreements or arrangements with Seller or any Seller Entity (or Buyer or Parent) and its Subsidiaries on a consolidated basis(iii) customers (eachhas any obligation to update or replace any of their deployed products, a “Material Company Customer”) to whether by 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 for the twelve (12) month period ending on June 30, 2023ordinary course of business. (b) Section 3.26(b) Neither Seller nor any Seller Entity has any outstanding material dispute concerning products and/or services provided by any supplier or vendor and neither Seller nor any Seller Entity has any knowledge of any material dissatisfaction on the Company Disclosure Letter sets forth a true and complete list part of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (eachany such supplier or vendor. Neither Seller nor any Seller Entity has received any written or, a “Material Company Vendor”) to the Company knowledge of Seller or any Seller Entity, oral notice from any supplier or vendor that such supplier or vendor shall not continue as a supplier or vendor to Seller or any Seller Entity (or Buyer or Parent) after the Closing or that such supplier or vendor intends to terminate or materially modify existing agreements or arrangements with Seller or any Seller Entity (or Buyer or Parent). Each of Seller and its Subsidiaries for the twelve (12) month period ending any Seller Entity has access, on June 30commercially reasonable terms, 2023to all products and services reasonably necessary to carry on Seller’s and any Seller Entity’s business as presently conducted or presently proposed to be conducted. (c) As Except as set forth in Schedule 4.33(c) of the date Seller Disclosure Schedule, (i) no single customer of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company Seller or any Seller Entity accounts for more than fifty (50) individual Listings on any Seller or Seller Entity website, (ii) each customer 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 Seller or any of its Subsidiaries in a manner materially adverse 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 the Company any discounted or any of its Subsidiaries. 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 promotional rates or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change fees (either now or for some time in the pricing future) or other material terms paid by way of its business relationship with any Material Company Customer barter or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsexchange.

Customers and Suppliers. (a) Section 3.26(a4.22(a) of the Company Disclosure Letter sets forth Schedule contains a true complete and complete correct list of the ten (10) 10 largest (measured customers by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to of the Company and its Subsidiaries for the twelve (12) 12 month period ending on June 30December 31, 20232011 (the “Material Customers”) and sets forth opposite the name of each customer the revenue with such customer during such period. Since the Company Balance Sheet Date, no Material Customer has materially and adversely modified, cancelled or otherwise terminated or, to the Knowledge of the Company, threatened to materially and adversely modify, cancel or terminate its relationship with the Company or its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries have received any written notice that any Material Customer intends to cancel or otherwise materially modify such relationship and, to the Knowledge of the Company, no Material Customer intends to cancel or otherwise materially modify such relationship. Except for modifications to Contracts in the ordinary course of business, there are no asserted claims, disputes or re-negotiations between any of the Company or its Subsidiaries and any of the Material Customers. (b) Section 3.26(b4.22(b) of the Company Disclosure Letter sets forth Schedule contains a true complete and complete correct list of the ten (10) 10 largest (measured by gross expenditures by the Company vendors, suppliers and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company Vendor”) to service providers of the Company and its Subsidiaries for the twelve (12) 12 month period ending on June 30December 31, 2023. 2011 (cthe “Material Suppliers”) As and sets forth opposite the name of each Material Supplier the date of this Agreementamount paid to such Material Supplier during such period. Since the Company Balance Sheet Date, no Material Company Customer Supplier has cancelled or Material Company Vendor has otherwise 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 Knowledge of the Company’s knowledge, threatened to decrease materially, cancel or terminate its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries, as applicable. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in a material dispute with a have received any written notice that any Material Company Customer Supplier intends to cancel or Material Company Vendor. From June 30otherwise materially modify (including, 2023 without limitation, effecting price increases) such relationship and, to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As Knowledge of the date of this AgreementCompany, all amounts due and owing by no Material Supplier intends to cancel or otherwise materially modify (including, without limitation, effecting price increases) such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsrelationship.

Customers and Suppliers. Section 4.21 of the Disclosure Schedule sets forth the 20 largest suppliers (a) Section 3.26(ain terms of dollars spent) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company Subsidiary and its Subsidiaries on a consolidated basis) the 20 largest customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(bin terms of dollars billed) of the Company Disclosure Letter sets 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 a true and complete list in Section 4.21 of the ten (10) largest (measured by gross expenditures by Disclosure Schedule, the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company Vendor”) to 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 Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As relationship with or to decrease its services or supplies or its direct or indirect purchase or usage of the date products or services of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified 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 that it intends the Major Business Partners not to terminate or cancel, or decrease materially or, to continue after the Company’s knowledge, threatened to decrease materially, its relationship with Closing in substantially the Company or any of its Subsidiaries in a same manner materially adverse to the Company or any of its Subsidiaries. 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 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 customer of the Company or the Company Subsidiary. During the three years preceding the date of this Agreement there has been no material substantial change (apart from normal price changes) in (a) the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to manner in which the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its SubsidiariesSubsidiary extends discounts, taken as a whole. As credits or warranties to customers or otherwise deals with customers, (b) the practices of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or the Company Subsidiary of ordering supplies or honoring warranties with respect to their business, (c) the customary payment or 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 or the Company Subsidiary, and no change of that kind is expected. Except as otherwise set forth in Section 4.21 of the Disclosure Schedule, no supplier of the Company nor the Company Subsidiary is a sole source supplier, nor during the last twelve months, has the Company been dependent upon any one supplier for more than 10% by value of its Subsidiaries have been paid in all material respects in accordance with their respective termspurchases.

Customers and Suppliers. (a) Section 3.26(a4.19(a) of the Company Shareholders’ Disclosure Letter Schedule sets forth a true and complete list of the ten top fifteen (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis15) customers (each, a “Material Company Customer”) to and/or reseller of the Company and its Subsidiaries for Acquired Companies based on the aggregate revenue recognized by the Acquired Companies from such customer and/or reseller during the twelve (12) month 12)-month period ending on June 30ended December 31, 20232022 (such customers and/or resellers, collectively, the “Material Customers”). (b) Section 3.26(b4.19(b) of the Company Shareholders’ Disclosure Letter Schedule sets forth a true and complete list of the ten top fifteen (1015) largest (measured by gross expenditures suppliers of the Acquired Companies based on the aggregate payments made by the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company Vendor”) Acquired Companies to the Company and its Subsidiaries for such supplier and/or distributor during the twelve (12) month 12)-month period ending on June 30ended December 31, 20232022 (such suppliers and/or distributors, collectively, the “Material Suppliers”). (c) As 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 date of this AgreementAcquired Companies’ Material Customers has given any Acquired Company, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company any Shareholder or any of its Subsidiaries that it intends their Affiliates written or oral notice terminating, canceling, threatening to terminate or cancel, or decrease materially or, to otherwise adversely modifying the Company’s knowledge, threatened to decrease materially, 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 the any Acquired Company (or otherwise advising any Acquired Company or any Shareholder of its Subsidiaries in a manner materially adverse to the Company such actions or intentions), nor does any Acquired Company, any Shareholder or any of its Subsidiariestheir Affiliates have any reason to believe that any such Material Customer has any such intention. As None of the date of this AgreementAcquired Companies’ Material Suppliers has given any Acquired Company, neither the Company nor 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 Subsidiaries is engaged 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 a the past three (3) years there have not been any, material dispute disputes with a any Material Company Customer or Material Supplier and no Acquired Company Vendor. From June 30, 2023 to the date has received any written or oral notice of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any dispute from any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsSupplier.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2012 or the six month period ended June 30, 2013, was one of the 10 largest sources of revenues for the Company and the Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and 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(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesSchedule. As of the date of this Agreementhereof, neither the Company nor any Subsidiary has received any written communication from any Significant Customer that such customer shall not continue as a customer of the Company or such Subsidiary or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Acquiror). The Company has not had any of its Subsidiaries is engaged products returned by a purchaser thereof except for normal warranty returns consistent with past history and properly reserved for in a the Company’s books and records. (b) Neither the Company nor any Subsidiary has any outstanding material dispute with a Material Company Customer concerning products and/or services provided by any supplier who, in the year ended December 31, 2012 or Material Company Vendor. From the six-month period ended June 30, 2023 to 2013, was one of the date 10 largest suppliers of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse products and/or services to the Company and its the Subsidiaries, taken as based on amounts paid or payable (each, a whole“Significant Supplier”), and the Company has no Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 2.19(b) of the Company Disclosure Schedule. As of the date of this Agreementhereof, all amounts due and owing by neither the Company nor any Subsidiary has received any written communication from any Significant Supplier that such Material Company Customer to, or supplier shall not continue as a supplier to such Material Company Vendor by, the Company or any of its such Subsidiary or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary. The Company and the Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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) Section 3.26(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 December 31, 2005 or the 3 months ended March 31, 2006, was one of the Company Disclosure Letter sets forth a true and complete list 5 largest sources of the ten (10) largest (measured by gross revenue to revenues for the Company and its Subsidiaries Subsidiaries, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company Customer”) to "SIGNIFICANT CUSTOMER"), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Customer (which for this purpose shall not include the provision of maintenance services (including, without limitation, bug fixes and its Subsidiaries for the twelve (12similar matters) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes practice). Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any written, or to the Company's knowledge oral, notice from any Significant Customer that such customer shall not continue as a customer of the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). Neither the Company nor its Subsidiaries have had any of the Company Products returned by a purchaser thereof nor have they received any written, or, to the Company's knowledge, oral, notice claiming (and, to the knowledge of the Company, there is no legitimate basis therefor) that the Company Products are not in conformity with applicable contractual commitments or warranties (whether express, or to the extent not subject to legally effective express exclusions thereof, implied), except for normal warranty returns or non-conformities consistent with past history and those returns or non-conformities that would not result in a reversal of any material revenue recognized by the Company. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the aggregate would not be materially adverse year ended December 31, 2005 or the 3 months ended March 31, 2006, was one of the 5 largest suppliers of products and/or services to the Company and its Subsidiaries, taken based on amounts paid or payable (each, a "SIGNIFICANT SUPPLIER"), and as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Agreement Date the Company or has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 2.20(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any written, or to the Company's knowledge oral, notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why it would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aSchedule 3.21(a) of identifies the Company Disclosure Letter sets forth a true and complete list of the top ten (10) largest customers (measured by gross revenue to based on current fiscal year revenues) of the Company and its Subsidiaries on taken as a consolidated basis) customers whole (each, a “Material Company CustomerSignificant Customers”) to ). 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) month period ending on June 30months materially decreased, 2023. (b) Section 3.26(b) of limited or otherwise changed the Company Disclosure Letter sets forth a true terms 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 conditions for the twelve (12) month period ending on June 30, 2023. (c) As purchase of the date of this Agreement, no Material Company Customer goods or Material Company Vendor has terminated or cancelled, or notified services from the Company or any of its Subsidiaries that it intends to terminate or cancelSubsidiaries, or decrease materially threatened in writing to do so, and the Company has not received any written or, to the Company’s knowledge, oral communication that indicates any Significant Customer intends to do so at any time within the six-months following the date hereof. (b) Schedule 3.21(b) identifies the top ten (10) suppliers of goods and services (other than subcontractors of the Company and its Subsidiaries taken as a whole under any Government Contract) of the Company and its Subsidiaries (“Significant Suppliers”), based on aggregate purchases by the Company and its Subsidiaries taken as a whole for the last completed fiscal year, and sets forth the aggregate amount that the Company or its Subsidiaries paid to each supplier during such period. No Significant Supplier has terminated, or threatened in writing or, to decrease materiallythe Company’s knowledge, orally, to terminate, its relationship with the Company or any of its Subsidiaries or has during the last twelve (12) months materially decreased or limited, or otherwise changed in a manner materially adverse writing the terms and conditions for, the supply of its goods or services to the Company or any of its Subsidiaries. As , or threatened in writing to do any of the date of this Agreementforegoing. Except as set forth on Schedule 3.21(b), 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, supplier for the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsis a sole source of supply of any good or service to the Company or such Subsidiary.

Customers and Suppliers. (a) Section 3.26(a) Disclosure Schedule 3.26 sets forth a true, complete and correct list of the 10 largest customers of the Company Disclosure Letter sets forth a true and complete list the Subsidiaries and the 10 largest suppliers of the ten Company and the Subsidiaries, by revenue and purchases (10with the name of such customers and suppliers redacted) largest respectively (measured by gross revenue dollar volume) for each of the years ended December 31, 2014, 2013 and 2012 and the three month period ended March 31, 2015. Except as disclosed on Disclosure Schedule 3.26, the Company or the Subsidiaries has not received any indication from any supplier of the Company or the Subsidiaries (including those listed on Disclosure 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 and its or the Subsidiaries. Except as disclosed on Disclosure Schedule 3.26, the Company or the Subsidiaries has not received any indication from any customer of the Company or the Subsidiaries (including those listed on a consolidated basis) customers (each, a “Material Company Customer”Disclosure Schedule 3.26) to the effect that such customer will stop or decrease the rate of buying materials, services or products from the Company and its Subsidiaries for or the twelve (12) month period ending on June 30Subsidiaries; provided, 2023that the foregoing shall not apply to matters caused solely due to the identity of Buyer as the entity acquiring the Company or due to the identity of Guarantor. (b) Section 3.26(bOn the Closing Date, there are not less than ninety-five (95) directly invoiced (i.e. not paying through a 3rd party), paying customers of the Company Disclosure Letter 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 with an active contract for the twelve (12) month period ending on June 30, 2023. (c) As use 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 knowledgeservices and solutions that were on one or more of the following lists (“Major Organizations”): Fortune 1000 Companies list for 2014, threatened Forbes Global 2000 list (2014), Forbes America’s Largest Private Companies (2014), or Forbes 50 Largest U.S. Charities (2014); provided, however, in some cases, due to decrease materiallydivestiture, its relationship mergers, and acquisition activity, the entity on the contract or invoice with the Company is not listed directly as a Major Organization; provided, however, that the 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 its Subsidiaries in a manner materially adverse to such customers on the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsClosing Date.

Customers and Suppliers. (a) Section 3.26(a) of Schedule 2.25 to the Company Disclosure Letter sets forth a true and complete an accurate list of the ten revenues generated from each of the top 20 customers and distributors of the Edgetech Entities for the year-ended December 31, 2010 (10“Significant Customers and Distributors”). The Edgetech Entities have no outstanding material disputes concerning its products and/or services with any Significant Customer or Distributor. Neither Parent nor Holdco has any knowledge (i) largest of any dissatisfaction on the part of any Significant Customer or Distributor, (measured ii) that any Significant Customer or 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 use of the Edgetech Entities’ products or services in the foreseeable future. The Edgetech Entities have not received any information from any Significant Customer or Distributor that such customer or distributor shall not continue as a customer or distributor of the Edgetech Entities (or the Surviving Corporation or Acquiror) after the Closing or that any Significant Customer or Distributor intends to terminate or materially modify existing Contracts with the Edgetech Entities (or the Surviving Corporation or Acquiror). The Edgetech Entities have not had any of its products returned by gross a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any revenue by the Edgetech Entities. (b) Schedule 2.25 to the Company and its Subsidiaries Disclosure Letter sets forth an accurate list of each supplier of the Edgetech Entities who, for the year-ended December 31, 2010, was one of the 10 largest suppliers of products and/or services to the Edgetech Entities, based on a consolidated basis) customers amounts paid or payable (each, a “Material Company CustomerSignificant Supplier”). The Edgetech Entities have no outstanding material dispute concerning products and/or services provided by any Significant Supplier. Neither Parent nor Holdco has any knowledge (i) of any dissatisfaction on the part of any Significant Supplier, (ii) that any Significant Supplier intends to cease or diminish the provision of products and/or services to the Company and its Subsidiaries for the twelve Edgetech Entities, or (12) month period ending on June 30, 2023. (b) Section 3.26(biii) of any fact or circumstance that could reasonably be expected to cause any Significant Supplier to cease or diminish the Company Disclosure Letter sets forth a true and complete list provision 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”) products and/or services to the Company and its Subsidiaries for Edgetech Entities in the twelve foreseeable future. The Edgetech Entities have not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Edgetech Entities (12or the Surviving Corporation or Acquiror) month period ending on June 30, 2023. (c) As of after the date of this Agreement, no Material Company Customer Closing or Material Company Vendor has terminated or cancelled, or notified the Company or that any of its Subsidiaries that it Significant Supplier intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship modify existing Contracts with the Company Edgetech Entities (or any of its Subsidiaries in a manner materially adverse to the Company Surviving Corporation or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsAcquiror).

Customers and Suppliers. (a) Customers. Section 3.26(a3.14(a) of the Company Disclosure Letter sets forth a true and complete list of the ten twenty (1020) largest (measured by gross revenue to customers from which the Company and its Subsidiaries on a consolidated basis) customers received the greatest amount of revenues during the twelve-month periods ended December 31, 2018 and December 31, 2019 and the 10-month period ended October 31, 2020 (each, a “Material Company Significant Customer”) to showing the amount of revenues recognized by the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) from each such Significant Customer during each such period. Except as set forth in Section 3.26(b3.14(a) of the Company Disclosure Letter 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 (eachLetter, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30since January 1, 2023. (c) As of the date of this Agreement2019, no Material Company Significant Customer or Material Company Vendor has terminated or cancelled, or notified in writing the Company or any of its Subsidiaries that it has terminated or reduced, or in any material respect modified or cancelled, or intends to terminate or cancelreduce, or decrease materially or, to the Company’s knowledge, threatened to decrease materiallyin any material respect modify or cancel, its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. As of the date of this AgreementSince January 1, 2019, neither the Company nor any of its Subsidiaries is engaged in has received a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing complaint or other material terms of its business relationship with any Material Company correspondence in writing from a Significant Customer or Material Company Vendor that is materially adverse to (i) describing circumstances which the Company or any of its Subsidiaries, except changes made in Subsidiaries would reasonably conclude would have an adverse impact on the ordinary course of business consistent Company’s and its Subsidiary’s relationship with past practices which changes in the aggregate such Significant Customer that would not reasonably be materially adverse expected to be material to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or (ii) that it intends to such Material Company Vendor by, refuse to pay any material amount due to the Company or any of its Subsidiaries have been paid in all or seeks to exercise any material respects in accordance with their respective termsremedy 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 the one hand, and any Significant Customer, on the other hand.

Customers and Suppliers. (a) Section 3.26(a) As of the Agreement Date, none of the current customers of the Company Disclosure Letter sets forth a true and complete list of or the ten Business (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, each a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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, canceled its relationship with the Company or the Business. The Company has not issued any of its Subsidiaries material credits or made any material payments to a Company Customer pursuant to service level agreements or similar obligations in a manner materially adverse Contract with respect to uptime, latency, support or maintenance. 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 remain unresolved. Schedule 3.21(a) sets forth the top ten (10) customers of the Business based on revenue during the nine (9)-month period ended on the Balance Sheet Date (each a “Significant Customer”). Since January 1, 2019, the Company has not received any written or, to the Company or any of its Subsidiaries. As Knowledge of the date Company, oral notice from any Significant Customer that such customer (i) is materially dissatisfied with the Business, (ii) shall not continue as a customer of this Agreementthe Business or (iii) intends to terminate, neither the Company nor any of its Subsidiaries is engaged in breach or request a material dispute modification to existing Contracts with a Material the Company. There are no warranty claims made, requests for service credits or refunds requested by any Significant Customer with respect to any Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, Offerings except changes made in the ordinary course of business for normal warranty claims and refunds consistent with past practices which changes history or in the aggregate would not be materially adverse Ordinary Course of Business. (b) Schedule 3.21(b) sets forth the top ten (10) vendors and suppliers of products and services to the Business based on amounts paid or payable by the Company to such vendors and suppliers during the nine (9)-month period ended on the Balance Sheet Date (each a “Significant Supplier”). The Company is current in its Subsidiariespayments consistent with the payment schedule for such Significant Supplier established and agreed in the Ordinary Course of Business to all Significant Suppliers. The Company does not have, taken and since January 1, 2019 has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier. The Company has not received any written or, to the Knowledge of the Company, oral notice from any Significant Supplier that such supplier (i) is materially dissatisfied with the Business, (ii) shall not continue as a whole. As of supplier to the date of this AgreementBusiness or (iii) intends to terminate, all amounts due and owing by such Material Company Customer to, breach or to such Material Company Vendor by, not renew existing Contracts with the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsCompany.

Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (eachThere exists no actual or threatened termination, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 cancellation or Material Company Vendor has terminated or cancelledlimitation of, or notified modification to or change in, the Company business relationship that could reasonably be expected to have a Material Adverse Effect between (i) any Loan Party, on the one hand, and any customer or any of its Subsidiaries that it intends to terminate or cancelgroup thereof, or decrease materially oron the other hand, 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. 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 been no material change in the pricing or other material terms of its business relationship whose agreements with any Material Company Customer Loan Party are individually or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse material to the Company business or operations of such Loan Party, or (ii) any Loan Party, on the one hand, and its Subsidiariesany 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. As , set forth the entire agreement and understanding of the date 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 this Agreementthe PCC Acquisition Documents has been duly authorized by all necessary action (including, all amounts due and owing 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) on the part of each such Material Company Customer to, Person. No authorization or to such Material Company Vendor approval or other action by, the Company and no notice to filing with or license from, any of its Subsidiaries Governmental Authority is required for such sale other than such as have been paid in all material respects obtained on or prior to the Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with their respective its terms. All conditions precedent to the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent such waiver is adverse to the interests of the Agents and the Lenders), no PCC Acquisition Document has been amended or otherwise modified in a manner adverse to the interests of the Agents and the Lenders without the prior written consent of the Agents, and there has been no breach of any material term or condition of any PCC Acquisition Document. .

Customers and Suppliers. Schedule 2.17 contains a complete and accurate list of the top thirty (30) Seller Customers by total sales, showing the total sales to each such customer during 2012 and for the 10-month period ended October 25, 2013. Schedule 2.17 also contains a complete and accurate list of all current suppliers of the Business in terms of cost of goods supplied to the Business during 2012 and for the 10-month period ended October 25, 2013. Except as noted on Schedule 2.17, neither Seller nor its Subsidiaries has received any notice that any of the Seller Customers listed on Schedule 2.17 (a) Section 3.26(a) has ceased or substantially reduced, or intends to cease or substantially reduce, use of products or services of the Company Disclosure Letter sets forth a true Business or (b) has sought since January 1, 2011, or is seeking, to reduce the price it will pay for the products and complete list services of the Business. Further, to the actual knowledge of the Management Employees after consultation with Seller’s or its Subsidiaries’ customer account representatives with respect to the top ten (10) largest Seller Customers by total sales (measured the “Top Ten Customers”), no such Top Ten Customer has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by gross revenue this Agreement and the Transaction Documents. Except as noted on Schedule 2.17, neither Seller nor its Subsidiaries has received any notice that any supplier of the Business has sought since January 1, 2011, or is seeking, any change in the price offered or the services provided during 2013 by such supplier of the Business, or that any supplier of the Business will not sell supplies or services to the Company Business at any time after the Closing Date on terms and conditions substantially the same as those used in its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) current sales to the Company and its Subsidiaries for Business. Further, to the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) actual knowledge of the Company Disclosure Letter sets forth a true and complete list of Management Employees after consultation with Seller’s or its Subsidiaries’ purchasing department with respect to the top 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 suppliers of the date of this AgreementBusiness, no Material Company Customer or Material Company Vendor supplier of the Business 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, otherwise threatened to decrease materially, its relationship with take any action described in the Company or any of its Subsidiaries in preceding sentence as a manner materially adverse to the Company or any of its Subsidiaries. As result 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As consummation of the date of transactions contemplated by this Agreement, all amounts due Agreement and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsTransaction Documents.

Customers and Suppliers. The Customers and Suppliers Schedule sets forth (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the top ten (10) largest (measured by gross revenue to customers of the Company and its Subsidiaries on a consolidated basis) customers (eachbasis by volume of sales to such customers, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter sets forth a true and complete list of the top ten (10) largest (measured by gross expenditures by suppliers of the Company and its Subsidiaries on a consolidated basis) vendors (eachbasis by dollar value of net purchases from such suppliers, a “Material for each of the fiscal years ended December 31, 2016, December 31, 2017, and December 31, 2018. Neither the Company Vendor”) nor any of its Subsidiaries has received any written or, to the Company and its Subsidiaries for the twelve (12) month period ending on June 30Company's knowledge, 2023. (c) As oral indication from any of the date of this Agreementcustomers listed on the Customers and Suppliers Schedule to the effect that any such customer will stop, no Material Company Customer or Material Company Vendor has terminated or cancelledmaterially decrease the rate of, or notified materially change the payment or price or other material terms with respect to, buying products from the Company or any of its Subsidiaries. Except as set forth on the Customers and Suppliers Schedule, neither the Company nor any of its Subsidiaries that it intends to terminate or cancel, or decrease materially has received any written or, to the Company’s 's knowledge, threatened to decrease materially, its relationship with the Company or oral indication from any of its Subsidiaries in a manner the suppliers listed on the Customers and Suppliers Schedule to the effect that any such supplier will stop, materially adverse 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 or any of its Subsidiaries. As . For the past three (3) years: (a) all PII of the date of this Agreement, neither the Company nor any and each 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 been no material change in the pricing collected and processed by or other material terms on behalf of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its SubsidiariesSubsidiaries in compliance in all material respects with applicable Laws and all PII Statements (including U.S. and Canadian federal, except changes made 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 PII 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 the right to use and disclose all of the information in its customer database, including all PII contained therein, as the Company and its Subsidiaries use and disclose such PII in the ordinary course of business consistent with past practices which changes in the aggregate business. Except as would not be materially adverse material to the Company, the Company and each of its SubsidiariesSubsidiaries 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, taken as a whole. As to knowledge of the date of this AgreementCompany, all amounts due and owing by such Material Company Customer tothreatened, or to such Material Company Vendor by, against the Company or any of its Subsidiaries have been paid in all material respects in accordance alleging that Company or any of its Subsidiaries (or anyone acting on behalf of the Company and or its Subsidiaries) has violated or has otherwise not complied with their respective termsany applicable Laws or PII Statements with respect to any PII.

Customers and Suppliers. (ai) Section 3.26(a) of The Company does not have any outstanding material disputes concerning any Company products or services with any customer or distributor who, for the Company Disclosure Letter sets forth a true and complete list year ended December 31, 2015 or the year ended December 31, 2016, was one of the ten (10) largest (measured by gross revenue sources of revenues for the Company, based on amounts paid or payable with respect to the Company and its Subsidiaries on a consolidated basis) customers such periods (each, a “Material Company Significant Customer”) ), and, to the Knowledge of the Company and its Subsidiaries for Caladrius, there is no material dissatisfaction on the twelve part of any Significant Customer with respect to any Company products or services. Each Significant Customer is listed on Schedule 4.2(cc)(i) of the Disclosure Schedule. Except as set forth on Schedule 4.2(cc)(i) of the Disclosure Schedule, Company has not received any information from any Significant Customer that such Significant Customer shall not continue as a customer of the Company (12or the Purchaser) month period ending on June 30, 2023after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company (or the Purchaser). (bii) Section 3.26(b) of The Company does not have any outstanding material disputes concerning products and/or services provided by any supplier who, for the Company Disclosure Letter sets forth a true and complete list year ended December 31, 2015 or the year ended December 31, 2016, was one of the ten (10) largest (measured by gross expenditures by suppliers of products and/or services to the Company and its Subsidiaries Company, based on a consolidated basis) vendors amounts paid or payable with respect to such periods (each, a “Material Significant Supplier”), there is no material dissatisfaction on the part of the Company Vendor”with respect to any Significant Supplier and, to the Knowledge of the Company and Caladrius, there is no material dissatisfaction on the part of any Significant Supplier with respect to the Company. Each Significant Supplier is listed on Schedule 4.2(cc)(ii) of the Disclosure Schedule. The Company has not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company and its Subsidiaries for (or the twelve (12Purchaser) month period ending on June 30, 2023. (c) As of after the date of this Agreement, no Material Company Customer Closing or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it such Significant Supplier intends to terminate or cancelmaterially modify existing Contracts with the Company (or the Purchaser). The Company has access, or decrease materially oron commercially reasonable terms, to all products and services reasonably necessary to carry on the Business and, to the Company’s knowledge, threatened to decrease materially, its relationship with the Company or any Knowledge of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its SubsidiariesCaladrius, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, there is no reason why the Company or any of its Subsidiaries will not continue to have been paid in all material respects in accordance with their respective such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(aNeither 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 December 31, 2011 or the nine (9) months ended September 30, 2012, was one of the 25 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and 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(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 SubsidiariesLetter. As of the date of this Agreement, neither Neither the Company nor any of its Subsidiaries is engaged in has received any information from any Significant Customer that such customer shall not continue as a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date customer of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company has not had any of its Subsidiaries, products returned by a purchaser thereof except changes made in the ordinary course of business for normal warranty returns consistent with past practices which changes history and those returns that would not result in a reversal of any revenue by the Company. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the aggregate would not be materially adverse year ended December 31, 2011 or the nine (9) months ended September 30, 2012, was one of the 25 largest suppliers of products and/or services to the Company and its Subsidiaries, taken as based on amounts paid or payable (each, a whole“Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. As Each Significant Supplier is listed on Schedule 2.19(b) of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, Disclosure Letter. Neither the Company or nor any of its Subsidiaries has received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Company or such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company or such Subsidiary (or the Surviving Corporation or Acquiror). The Company and its Subsidiaries have been paid in access, on commercially reasonable terms, to all material respects in accordance with 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) Section 3.26(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 Company Disclosure Letter ordinary course of business for usual quantities and at normal prices. Schedule 3.23 sets forth a true 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 (10with respect to customers) largest or costs of items purchased (measured by gross revenue with respect to suppliers) for each of the Company fiscal year ended December 31, 1996 and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) six-month period ending on ended June 30, 20231997. 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 Repap, Repap USA nor any of the Subsidiaries knows of any fact, condition or event which would adversely affect its relationship with any customer or supplier in any manner that will reasonably likely have a Material Adverse Effect. Since December 31, 1996, there has been no cancellation of backlogged orders in material excess of the average rate of cancellation prior to such date. (b) Section 3.26(bNeither Repap USA, any Subsidiary, nor any of their officers or 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 Business (or assist in connection with any actual or proposed transaction) of the Company Disclosure Letter sets forth which could subject Repap USA or any Subsidiary or Buyer to any damage or penalty in any civil, criminal or governmental litigation or proceeding or which would have 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, 2023Adverse Effect. (c) As of Except as set forth on Schedule 3.23, (i) no Person within the date of this Agreement, no Material Company Customer last twelve months has threatened in writing to cancel or Material Company Vendor has terminated or cancelledotherwise terminate, or notified to the Company Knowledge of Repap has threatened orally to cancel or otherwise ter- minate, the relationship of such Person with Repap USA and each Subsidiary in any of its Subsidiaries manner that it intends 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 terminate decrease or cancellimit materially, or decrease materially or, to the Company’s knowledgeKnowledge of Repap, threatened intends to decrease or limit materially, its relationship with the Company supplies to Repap USA or any Subsidiary or its purchase of its Subsidiaries in a manner materially adverse to the Company Repap USA's or any of its SubsidiariesSubsidiary's products or services. 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 AgreementExcept as set forth on Schedule 3.23, there has been is no material change in purchase commitment which provides that any supplier will be the pricing or other material terms exclusive supplier of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company Repap USA or any Subsidiary. There is no material purchase commitment requiring Repap USA or any Subsidiary to purchase the entire output of its Subsidiaries have been paid in all material respects in accordance with their respective termsa supplier.

Customers and Suppliers. (a) Section 3.26(aThe 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 Disclosure Letter. (b) Schedule 3.20(b)(i) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to all current customers of the Company and its Subsidiaries on a consolidated basis) customers as of the Agreement Date (each, each a “Material Company Customer”) to ). 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 its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(bCompany does not have any material disputes with any Company Customer that arose and remained unresolved. Schedule 3.20(b)(ii) of the Company Disclosure Letter sets forth a true and complete list the top 150 customers of the ten Company based on payments received or due over the 12 complete calendar months ended July 31, 2017 (10each a “Significant Customer”). Since January 1, 2016, the Company has not 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, as the case may be, of the Company (or the Surviving Corporation or Parent) largest or that such customer intends to terminate, breach or request a material modification to existing Contracts with the Company (measured or the Surviving Corporation or Parent). None of the Company Offerings have been returned by gross expenditures 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 Company. (c) Schedule 3.20(c) of the Company Disclosure Letter sets forth the top 25 vendors and suppliers of technical products and services to the Company based on amounts paid or payable by the Company and its Subsidiaries on a consolidated basis) vendors to such suppliers from January 1, 2017 through July 31, 2017 (each, a “Material Significant Supplier”). The Company Vendor”) is current in its payments to all Significant Suppliers and the Company, 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 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 not received any of its Subsidiaries that it intends to terminate or cancel, or decrease materially written or, to the Knowledge of the Company’s knowledge, threatened oral notice from any Significant Supplier that such supplier shall not continue as a supplier to decrease materiallythe Company (or the Surviving Corporation or Parent) or that such supplier intends to terminate, its relationship breach or not renew existing Contracts with the Company (or any of its Subsidiaries in a manner materially adverse the Surviving Corporation or Parent). The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company or any of its Subsidiaries. As of the date of this AgreementBusiness, neither and the Company nor has no Knowledge of 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 been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to reason why the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse continue to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by have such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective access on commercially reasonable terms.

Customers and Suppliers. (a) Section 3.26(a3.18(a) of the Company Seller Disclosure Letter sets forth a true and complete list Schedules identifies the revenues received from the top twenty customers of the ten Industrial Wood Business in the fiscal year ended October 28, 2016 (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company CustomerKey Customers”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (b) Section 3.26(b) of the Company Disclosure Letter 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 none of the Key Customers has cancelled or Material Company Vendor has terminated or cancelledotherwise terminated, or notified the Company or any of its Subsidiaries that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledgeKnowledge of Seller, threatened in writing to decrease materially, cancel or otherwise terminate its relationship with the Company Seller or any of its the Industrial Wood Subsidiaries in a manner materially adverse with respect to the Company or any of its SubsidiariesIndustrial Wood Business. As of the date of this Agreement, neither the Company Seller nor any of the Industrial Wood Subsidiaries has received written notice from any such Key Customer, nor does Seller have Knowledge, that such Key Customer intends to cancel or otherwise materially and adversely modify its relationship (including by seeking to renegotiate contractual terms) with Seller or any of the Industrial Wood Subsidiaries is engaged in a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 respect to the date Industrial Wood Business. (b) Section 3.18(b)(i) of this Agreement, there has been no material change the Seller Disclosure Schedules sets forth a list of the Industrial Wood Business’s top five (5) suppliers of goods or services in the pricing or other material terms of its business relationship with aggregate purchases by Seller and any Material Company Customer or Material Company Vendor that is materially adverse to Industrial Wood Subsidiary for the Company or its Subsidiariesfiscal years ended October 28, except changes made in 2016 (the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole“Key Suppliers”). As of the date of this Agreement, all amounts due and owing by such Material Company Customer tonone of the Key Suppliers has cancelled or otherwise terminated, or, to the Knowledge of the Sellers, threatened in writing to cancel or to such Material Company Vendor by, the Company otherwise terminate its relationship with Seller or any of its the Industrial Wood Subsidiaries have been paid in all with respect to the Industrial Wood Business. Except as set forth on Section 3.18(b)(ii) of the Seller Disclosure Schedules, no supplier of the Industrial Wood Business is a sole source of supply of any material respects in accordance good or material service to Seller or any Industrial Wood Subsidiary with their respective termsrespect to the Industrial Wood Business.

Customers and Suppliers. (a) Section 3.26(aThe 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 Disclosure Letter. (b) Schedule 3.20(b) of the Company Disclosure Letter sets forth a true the top 15 customers (or group of affiliated customers) and complete list value-added resellers of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries based on a consolidated basis) customers payments received or due over the 12 complete calendar months ended prior to the Agreement Date (each, each a “Material Company 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 its Subsidiaries for such returns that would not result in a reversal of any material amount of revenue by the twelve (12) month period ending on June 30, 2023Acquired Companies. (bc) Section 3.26(bSchedule 3.20(c) of the Company Disclosure Letter sets forth a true the top 15 vendors and complete list suppliers of technical products and services to the ten (10) largest (measured by gross expenditures Acquired Companies based on amounts paid or payable by the Company and its Subsidiaries on a consolidated basis) vendors Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Material Company VendorSignificant Supplier”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023. (c) As ). Each of the date Acquired Companies is current in its payments to all Significant Suppliers and none of this Agreementthe 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 Material Company Customer or Material Company Vendor has terminated or cancelled, or notified Knowledge of any material dissatisfaction on the Company part of any Significant Supplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. None of its Subsidiaries that it intends to terminate or cancel, or decrease materially the Acquired Companies has received any written or, to the Knowledge of the Company’s knowledge, threatened oral notice from any Significant Supplier that such supplier shall not continue as a supplier to decrease materially, its relationship with the Company or any of its Subsidiaries in a manner materially adverse the Acquired Companies (or the Surviving Corporation or Parent) or that such supplier intends to the Company terminate, breach or not renew existing Contracts with any of its Subsidiaries. As of the date of this Agreement, neither Acquired Companies (or the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Company Customer Surviving Corporation or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective termsParent).