Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Schedule 3.14(a) contains a list of (i) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. Section 5.19(a) of the Disclosure Schedule sets forth (ai) Schedule 3.14(a) contains a list of ILG’s and its Subsidiaries’ top twenty (i20) all customers of the Business which have Contracts (including oral contracts and purchase ordersby gross revenues generated from sales to such customers) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumon a combined basis (“ILG Top Customer”), and (ii) all a list of ILG’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ILG Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 5.19(b) of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business Disclosure Schedule, since January 1, 2017: (i) no ILG Top Customer has ceasedcancelled, terminated or will ceasereduced substantially the quantity of products or services it purchases from ILG or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, to use price or otherwise) with ILG and its services or productsSubsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ILG’s Knowledge, no ILG Top Customer intends, or has threatened, to cancel, terminate or reduced substantially reduced the quantity of products or will substantially reduce, services it purchases from any of ILG and its Subsidiaries or materially and adversely modify the use commercial terms of services or products its relationship with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of the Business or business) and (iii) to ILG’s Knowledge, no ILG Top Customer is bankrupt or insolvent or has soughtfiled or threatened to file for bankruptcy or appoint a receiver. Since January 1, or is seeking2017, to reduce the price it will pay for services or products none of the BusinessILG Top Customers of ILG or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ILG and its Subsidiaries in any material respects. ILG and its Subsidiaries are not, including and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ILG Top Customer with respect to the supply of products or services by ILG and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case after in the consummation ordinary course of business). Except as set forth in Section 5.19(b) of the transactions contemplated herebyDisclosure Schedule, since January 1, 2017: (i) no ILG Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ILG and its Subsidiaries, (ii) ILG and its Subsidiaries have not received written notice that any ILG Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ILG and its Subsidiaries and (iii) to ILG’s Knowledge, no ILG Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. No customer of the Business listed on Schedule 3.14(a) has threatened ILG and its Subsidiaries are not, and since January 1, 2017 have not been, engaged in writing, nor, any material dispute or controversy with any ILG Top Supplier with respect to the Knowledge supply of any materials, products or services to ILG and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of the BP Parties has otherwise threatenedwarranty claims, to take any action described in each case in the preceding sentence as a result ordinary course of the consummation of the transactions contemplated by this Agreementbusiness). (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule 3.14(a5.26(a) contains a list of (i) all customers complete and accurate list, as of the Business which have Contracts date of this Agreement, of the 15 largest contracts (including oral the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts and purchase ordersoutstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the BP Asset Selling Entity Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) materially change its business relationship with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumsuch Company Subsidiary. (b) None Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the BP Asset Selling Entity terms of each such contract, agreement or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated herebyarrangement. No customer of the Business listed Except as set forth on Schedule 3.14(a) 5.26(b), there has threatened in writing, nornot, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any of the BP Parties has otherwise threatened, to take any action described change in the preceding sentence as a result business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the consummation Seller, the Company nor such Company Subsidiary has received notice from any material supplier of the transactions contemplated by this Agreementsuch Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) None of BPINeither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the BP Selling Entities Company or such Company Subsidiary that was not intended by the Purchased Subsidiaries has received parties, any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or servicesagreement with, or that engaged in any supplier will not sell raw materialsfraudulent conduct with respect to, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity customer or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementsuch Company Subsidiary.

Customers and Suppliers. (a) Schedule Section 3.14(a) contains a list of the Disclosure Schedules sets forth (i) all customers each customer who has paid or incurred an obligation to pay an amount greater than or equal to Five Thousand United States Dollars ($5,000) in the aggregate to the Company or any of the Business which have Contracts (including oral contracts and purchase orders) with its Subsidiaries for goods or services rendered for any of the BP Asset Selling Entity or any of three (3) most recent fiscal years (the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, “Material Customers”) and (ii) all suppliers the amount of consideration paid by each Material Customer in excess of Twenty Five Thousand United States Dollars ($25,000) during such periods. Neither the Company nor any of its Subsidiaries have received any written notice or, to the Company’s Knowledge, oral notice that any of its Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity Company or any of its Subsidiaries or to terminate or reduce its customer relationship with the Purchased Subsidiaries involving purchases in an amount in excess Company or any of $5,000 per annumits Subsidiaries, other than Material Customers party to Contracts due to expire pursuant to the terms of such agreements. (b) None Section 3.14(b) of the BP Asset Selling Entity Disclosure Schedules sets forth (i) each supplier to whom the Company or any of its Subsidiaries has paid or incurred an obligation to pay consideration for goods or services rendered in an amount greater than or equal to Five Thousand United States Dollars ($5,000) in the Purchased Subsidiaries aggregate for either of the three (3) most recent fiscal years (collectively, the “Material Suppliers”) and (ii) the amount of purchases in excess of Twenty Five Thousand United States Dollars ($25,000) from each Material Supplier during such periods. Neither the Company nor any Subsidiary has received any written notice or has any reason or, to believe the Company’s Knowledge, oral notice that any customer of the Business (i) its Material Suppliers has ceased, or will intends to cease, to use its supply goods or services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of its Subsidiaries or to terminate or reduce its relationship with the Purchased Subsidiaries, subject Company other than Material Suppliers party to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, Contracts due to expire pursuant to the Knowledge terms of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementsuch agreements.

Customers and Suppliers. (a) Schedule 3.14(aSection 3.15(a) contains of the Company Disclosure Letter sets forth a complete and correct list of (i) all the names of the customers of the Business which Company and its Subsidiaries, taken as a whole (based on the aggregate purchase price of products and services provided), that have Contracts purchased at least $1,000,000 of products and services during the nine months ended September 30, 2021 (including oral contracts and purchase orderseach, a “Significant Customer”) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers the amount of purchases by each such customer during such period expressed as a percentage of the Business which have Contracts (including Company’s consolidated revenues for such periods. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has raised with any Significant Customer any outstanding material disputes concerning any Company Products with any Significant Customer. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral contracts and purchase orders) with notice from any Significant Customer stating that such customer shall not continue as a customer of the BP Asset Selling Entity Company or any of its Subsidiaries or that such customer intends to terminate or materially modify any existing Contracts with the Purchased Subsidiaries involving purchases in an amount in excess Company or any of $5,000 per annumits Subsidiaries. (b) None Section 3.15(b) of the BP Asset Selling Entity Company Disclosure Letter sets forth a complete and correct list of (i) the names of the suppliers of the Company and its Subsidiaries, taken as a whole (based on the aggregate purchase price of raw materials, supplies or other products or services ordered), from which the Purchased Company and its Subsidiaries have purchased at least $500,000 of raw materials, supplies or other products or services during the nine months ended September 30, 2021 (each, a “Significant Supplier”) and (ii) the amount of orders from each such supplier during such periods expressed as a percentage of the Company’s consolidated revenues for such periods. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has raised with any Significant Supplier any outstanding material dispute concerning products and/or services provided by any Significant Supplier. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice or has from any reason to believe Significant Supplier stating that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, such supplier shall not continue as a supplier to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Company or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementits Subsidiaries.

Customers and Suppliers. (a) Schedule 3.14(aSection 4.23(a) contains of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the customers of the Company and its Subsidiaries who, in either (i) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumfiscal year ended March 27, and 2016 and/or (ii) all suppliers the nine-month period ended January 1, 2017 was one of the Business which have Contracts twenty (including oral contracts and purchase orders20) with largest customers of Company Products based on amounts paid or payable, as applicable (excluding any payments that are attributable to discontinued operations resulting from the BP Asset Selling Entity Company’s sale of its iML business in November 2016), to the Company or its Subsidiaries by such customers during such period (each, a “Significant Company Customer”). As of the date of this Agreement, neither the Company nor any of the Purchased its Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None is party to any pending Action concerning any Company Products with any Significant Company Customer. As of the BP Asset Selling Entity or date of this Agreement, neither the Purchased Company nor any of its Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, noror, to the Knowledge of the Company, any other notice, from any Significant Company Customer that such Significant Company Customer intends to terminate or materially modify, in either case, whether prior to or following the Closing, any existing Contract with the Company or any of the BP Parties has otherwise threatenedits Subsidiaries, to take any action described other than immaterial modifications in connection with annual renewals in the preceding sentence as a result ordinary course of the consummation of the transactions contemplated by this Agreementbusiness. (cb) None Section 4.23(b) of BPIthe Company Disclosure Letter sets forth, as of the BP Selling Entities or date of this Agreement, a list of the Purchased ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries based on amounts paid (excluding any payments that are attributable to discontinued operations resulting from the Company’s sale of its iML business in November 2016) by the Company and its Subsidiaries to such supplier during the fiscal year ended March 27, 2016 (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 notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or serviceswritten notice, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, 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 either case, whether prior to or following the Closing, any existing Contract with the Company or any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementits Subsidiaries.

Customers and Suppliers. (a) Schedule 3.14(aSection 7.25(a) contains a list of the Target Companies Disclosure Schedules sets forth (i) all customers as of the Business which have Contracts (including oral contracts and purchase orders) with any date of this Agreement, the top 10 suppliers based on the aggregate Dollar value of the BP Asset Selling Entity or any of Target Companies’ transaction volume with such counterparty during the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumtrailing twelve months for the period ending March 31, 2023 (the “Target Company Top Suppliers”), and (ii) all suppliers as of the Business which have Contracts date of the Second Amendment, the top 10 suppliers based on the aggregate Dollar value of the Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (including oral contracts and purchase orders) the “Zacco Company Top Suppliers” and, together with the BP Asset Selling Entity or any of Target Company Top Suppliers, the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum“Top Suppliers”). (b) None Section 7.25(b) of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business Target Companies Disclosure Schedules sets forth (i) has ceasedas of the date of this Agreement, or will ceasethe top 10 customers based on the aggregate Dollar value of the Target Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending March 31, to use its services or products2023 (the “Target Company Top Customers”), and (ii) has substantially reduced or will substantially reduceas of the date of the Second Amendment, the use of services or products top 10 customers based on the aggregate Dollar value of the Business or Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (iiithe “Zacco Company Top Customers” and, together with the Target Company Top Customers, the “Top Suppliers”) has sought, or is seeking, to reduce the price it will pay for services or products .” (c) Except as set forth on Section 7.25(c) of the BusinessTarget Companies Disclosure Schedules, including in each case after the consummation none of the transactions contemplated hereby. No customer Target Company Top Suppliers or the Target Company Top Customers has, as of the Business listed on Schedule 3.14(a) has threatened date of this Agreement, informed in writingwriting any of the Target Companies, noror, to the Knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Target Company (other than due to the expiration of an existing contractual arrangement), and to the Knowledge of the Company, none of the Target Company Top Suppliers or the Target Company Top Customers is, as of the date of this Agreement, threatening a material dispute against a Target Company or its respective business. (d) Except as set forth on Section 7.25(d) of the Target Companies Disclosure Schedules, none of the Zacco Company Top Suppliers or the Zacco Company Top Customers has, as of the date of the Second Amendment, informed in writing any of the BP Parties has otherwise threatenedZacco Companies, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, noror, to the Knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Zacco Company (other than due to the BP Parties has otherwise threatenedexpiration of an existing contractual arrangement), and to take any action described in the preceding sentence as a result Knowledge of the consummation Company, none of the transactions contemplated by this AgreementZacco Company Top Suppliers or the Zacco Company Top Customers is, as of the date of the Second Amendment, threatening a material dispute against a Zacco Company or its respective business.”.

Customers and Suppliers. Section 4.19(a) of the Disclosure Schedule sets forth (ai) Schedule 3.14(a) contains a list of ISI’s and its Subsidiaries’ top twenty (i20) all customers of the Business which have Contracts (including oral contracts and purchase ordersby gross revenues generated from sales to such customers) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumon a combined basis (“ISI Top Customer”), and (ii) all a list of ISI’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ISI Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 4.19(b) of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business Disclosure Schedule, since January 1, 2017: (i) no ISI Top Customer has ceasedcancelled, terminated or will ceasereduced substantially the quantity of products or services it purchases from ISI or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, to use price or otherwise) with ISI and its services or productsSubsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ISI’s Knowledge, no ISI Top Customer intends, or has threatened, to cancel, terminate or reduced substantially reduced the quantity of products or will substantially reduce, services it purchases from any of ISI and its Subsidiaries or materially and adversely modify the use commercial terms of services or products its relationship with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of the Business or business) and (iii) to ISI’s Knowledge, no ISI Top Customer is bankrupt or insolvent or has soughtfiled or threatened to file for bankruptcy or appoint a receiver. Since January 1, or is seeking2017, to reduce the price it will pay for services or products none of the BusinessISI Top Customers of ISI or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ISI and its Subsidiaries in any material respects. ISI and its Subsidiaries are not, including and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ISI Top Customer with respect to the supply of products or services by ISI and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case after in the consummation ordinary course of business). Except as set forth in Section 4.19(b) of the transactions contemplated herebyDisclosure Schedule, since January 1, 2017: (i) no ISI Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ISI and its Subsidiaries, (ii) ISI and its Subsidiaries have not received written notice that any ISI Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ISI and its Subsidiaries and (iii) to ISI’s Knowledge, no ISI Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. No customer of the Business listed on Schedule 3.14(a) has threatened ISI and its Subsidiaries are not, and since January 1, 2017 have not been, engaged in writing, nor, any material dispute or controversy with any ISI Top Supplier with respect to the Knowledge supply of any materials, products or services to ISI and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of the BP Parties has otherwise threatenedwarranty claims, to take any action described in each case in the preceding sentence as a result ordinary course of the consummation of the transactions contemplated by this Agreementbusiness). (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule 3.14(aOther than with respect to the BBGS Business, Section 3.26(a) contains of the Company Disclosure Letter sets forth a list of (i) all the customers of the Business which Company and its Subsidiaries that have Contracts (including oral contracts and purchase orders) with any of paid to the BP Asset Selling Entity Company or any of its Subsidiaries at least $5,000,000 (each, a “Material Customer”” and each Contract pursuant to which such customer paid those amounts to the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumCompany or Subsidiary, a “Material Customer Agreement”) and (ii) all suppliers a list of the Business which customers of the Company and its Subsidiaries that have Contracts (including oral contracts and purchase orders) with paid to the BP Asset Selling Entity Company or any of its Subsidiaries at least $1,500,000 but less than $5,000,000 (each, a “Significant Customer” and each Contract pursuant to which such Significant Customer paid those amounts to the Purchased Company or Subsidiary, a “Significant Customer Agreement”), in each case during the fiscal year ended March 31, 2018. As of the date hereof, neither the Company nor any of its Subsidiaries involving purchases in an amount in excess has, within 6 months prior to the date hereof, received any written notice from any Material Customer or Significant Customer that such customer shall not continue as a customer of $5,000 per annumthe Company or that such customer intends to terminate or materially modify existing Material Customer Agreements or Significant Customer Agreements, as applicable, with the Company or its Subsidiaries. (b) None Other than with respect to the BBGS Business, Section 3.26(b) of the BP Asset Selling Entity Company Disclosure Letter sets forth a list of the suppliers and vendors of the Company and its Subsidiaries with whom the Company and its Subsidiaries have spent at least $5,000,000 (each, a “Material Supplier” and each Contract pursuant to which the Company or its Subsidiary paid those amounts to the Purchased applicable Material Supplier, a “Material Supplier Agreement”) and a list of the suppliers and vendors of the Company and its Subsidiaries has with whom the Company and its Subsidiaries have spent at least $1,500,000 but less than $5,000,000 (each, a “Significant Supplier” and each Contract pursuant to which the Company or its Subsidiary paid those amounts to such Significant Supplier, a “Significant Supplier Agreement”), in each case during the fiscal year ended March 31, 2018. As of the date hereof, neither the Company nor any of its Subsidiaries has, within 6 months prior to the date hereof, received any written notice from any Material Supplier or has any reason to believe Significant Supplier that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, such supplier shall not continue as a supplier to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities Company or the Purchased its Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any such supplier will not sell raw materialsintends to terminate or adversely modify existing Material Supplier Agreements or Significant Supplier Agreements, suppliesas applicable, merchandise and other goods to Intcomex at any time after with the Closing Date on terms and conditions similar to those used in Company or its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule 3.14(aSet forth on Section 3.27(a) contains a list of (i) all customers of the Business which have Contracts Seller Disclosure Letter are the ten (including oral contracts and purchase orders10) with any largest customers by dollar volume of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products revenue of the Business, including for the 2017 fiscal year and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such period. To the Knowledge of Seller, none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries are engaged in each case after the consummation any material dispute with any customer identified on Section 3.27(a) of the transactions contemplated hereby. No customer of Seller Disclosure Letter (collectively, the Business listed on Schedule 3.14(a“Specified Customers”) and no Specified Customer has threatened notified Seller, any Selling Subsidiary or any Transferred Subsidiary in writing, norwriting (and, to the Knowledge of Seller, none of Seller, any Selling Subsidiary, or any Transferred Subsidiary has any reason to believe) that it intends to terminate or materially reduce its business relations (including the price such Specified Customer will pay for products or services of the BP Parties has otherwise threatenedSeller and its Subsidiaries) with Seller, any Selling Subsidiary or any Transferred Subsidiary with respect to take any action described the Business, including, in the preceding sentence each case, as a result of the consummation of the transactions contemplated by this AgreementAgreement or the Closing Agreements. (cb) None Set forth on Section 3.27(b) of BPIthe Seller Disclosure Letter are (i) the ten (10) largest suppliers by dollar volume of the Business, for the 2017 fiscal year and (ii) all single source suppliers of the Business. Except as set forth on Section 3.27(b) of the Seller Disclosure Letter, (i) none of Seller, the BP Selling Entities Subsidiaries or the Purchased Transferred Subsidiaries are engaged in any material dispute with any supplier listed on Section 3.27(b) of the Seller Disclosure Letter (collectively, the “Specified Vendors”) and (ii) no such supplier has received notified Seller, any notice Selling Subsidiary or has any Transferred Subsidiary in writing (and, to the Knowledge of Seller, none of Seller, any Selling Subsidiary or any Transferred Subsidiary have reason to believe believe) that it intends to terminate or materially reduce its business relations with Seller, any Selling Subsidiary or any Transferred Subsidiary with respect to the Business, or that there has been will be any material adverse change in the price of raw materials, supplies, merchandise suppliers or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated services provided by this Agreementsuch Specified Vendor.

Customers and Suppliers. (a) Schedule 3.14(a3.20(a) contains of the Company Disclosure Letter sets forth the top 25 customers (or group of affiliated customers) of the Acquired Companies based on payments received or due over the 12 complete calendar months ended as of March 31, 2016 (each, a list “Significant Customer”). As of the Agreement Date, all Significant Customers are (i) all customers current in their payment of invoices and (ii) none of the Business which have Acquired Companies has, and since April 1, 2015 through the Agreement Date has not had, any material disputes with any Significant Customer that arose and are unresolved as of the Agreement Date. Since December 31, 2015 through the Agreement Date, none of the Acquired Companies has received any written or, to the Knowledge of the Company, oral notice that any Significant Customer will not continue as a customer of any of the Acquired Companies or that such customer intends to terminate existing Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity Acquired Companies or materially decrease their business with any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumAcquired Companies. (b) None Schedule 3.20(b) of the BP Asset Selling Entity Company Disclosure Letter sets forth the top 15 vendors to the Acquired Companies based on amounts paid or payable by the Purchased Subsidiaries Acquired Companies to such suppliers over the 12 complete calendar months ended as of March 31, 2016 (each, a “Significant Supplier”). Each of the Acquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and since April 1, 2015 through the Agreement Date, has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that remains unresolved. As of the Agreement Date, the Company has no Knowledge of any material dissatisfaction on the part of any Significant Supplier. As of the Agreement Date, none of the Acquired Companies has received any written notice from any Significant Supplier that such supplier intends to terminate, breach or has not renew existing Contracts with any reason to believe that any customer of the Business (i) Acquired Companies. Each of the Acquired Companies has ceasedaccess, or will ceaseon commercially reasonable terms, to use its all products and services or products, (ii) reasonably necessary to carry on the Company Business as such has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, been or is seeking, to reduce the price it will pay for services conducted by or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge behalf of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence Acquired Companies as a result of the consummation Agreement Date and as of the transactions contemplated by this Agreement. (c) None of BPIClosing Date, and the BP Selling Entities or the Purchased Subsidiaries Company has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the no Knowledge of any of reason why the BP Parties has otherwise threatened, Acquired Companies would not continue to take any action described in have such access on commercially reasonable terms following the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementClosing.

Customers and Suppliers. (a) Schedule 3.14(a) contains a list of (i) all customers Neither the Company nor any Subsidiary has any outstanding material disputes concerning Company Products with any customer or distributor who, in the year ended December 31, 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the Business which have Contracts 25 largest sources of revenues for the Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (including oral contracts each, a "Significant Customer"), and purchase orders) with any to the Knowledge of the BP Asset Selling Entity Company, there is no material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.20(a) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has been notified in writing or otherwise by any Significant Customer that such customer shall not continue as a customer of the Company or any of Subsidiary (or Acquirer or its Affiliates) after the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumClosing or that such customer intends to terminate, and (ii) all suppliers of the Business which have allow to expire, or materially modify existing Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity Company or any of Subsidiary (or Acquirer or its Affiliates). Neither the Purchased Subsidiaries involving purchases Company nor any Subsidiary has had any Company Products returned by a purchaser thereof except for normal warranty returns consistent with past history and properly reserved for in an amount in excess of $5,000 per annumthe Company’s and the Subsidiaries’ books and records. (b) None 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, 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the BP Asset Selling Entity 10 largest suppliers of products and/or services to the Company and the Subsidiaries, on a consolidated basis, based on amounts paid or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business payable during such periods (i) has ceasedeach, or will ceasea "Significant Supplier"), to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, and to the Knowledge of the Company, there is no material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.20(b) of the BP Parties Company Disclosure Schedule. Neither the Company nor any Subsidiary has been notified in writing or otherwise threatenedby any Significant Supplier that such supplier shall not continue as a supplier to the Company or any Subsidiary (or Acquirer or its Affiliates) after the Closing or that such supplier intends to terminate, allow to expire, or materially modify existing Contracts with the Company or any Subsidiary (or Acquirer or its Affiliates). The Company and the Subsidiaries have access, on commercially reasonable terms, to take all products and services reasonably necessary to carry on their respective businesses, and the Company has no Knowledge of any action described in reason why they will not continue to have such access on commercially reasonable terms (other than access which may be denied following the preceding sentence Agreement Date as a result of the consummation of the transactions contemplated by this AgreementCOVID-19 outbreak). (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule Section 3.14(a) contains of the Disclosure Letter sets forth a true and complete list of (i) all customers the names and addresses of the Business which have Contracts (including oral contracts top ten customers and purchase orders) with any licensees of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumCompany and its Subsidiaries, and (ii) all suppliers the amount for which each such customer was invoiced during such period and (iii) the percentage of the Business which total sales represented by sales to each such customer during such period. Neither the Company nor its Subsidiaries have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has nor have any reason to believe that any customer of such customers (A) is seeking a refund for the Business purchase of products and services from the Company or has a pending warranty claim, (iB) has ceasedceased or substantially reduced, or will cease, to use its services cease or products, (ii) has substantially reduced or will substantially reduce, the use of products or services or products of the Business Company and its Subsidiaries or (iiiC) has sought, or is seeking, to reduce the price it will pay for services or such products of the Businessand services, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. (cb) None Section 3.14(b) of BPIthe Disclosure Letter sets forth a true and complete list of (i) the top ten suppliers (by expense) of the Company and its Subsidiaries during for the 12 months ending November 30, 2010 and (ii) the BP Selling Entities or amount for which each such supplier invoiced the Purchased Company and its Subsidiaries has during such period. Neither the Company nor its Subsidiaries have received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise such supplies or other goods or servicesservices provided by any such supplier, or that than any such supplier will not sell raw materials, supplies, merchandise and other goods supplies or services to Intcomex at any time Surviving Corporation after the Closing Date on terms and conditions similar to substantially the same as those used in its current sales to the BP Asset Selling Entity or any of the Purchased Company and its Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence including as a result of the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements.

Customers and Suppliers. (a) Schedule 3.14(aSection 3.15(a) contains a list of the Disclosure Schedules sets forth (i) all the top ten (10) customers of the Business which have Contracts (including oral contracts and purchase orders) with any Heartland Companies based on revenues received by the Heartland Companies for each of the BP Asset Selling Entity or any of two (2) most recent fiscal years (collectively, the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, “Material Customers”); and (ii) all suppliers the amount of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity consideration paid by each Material Customer during such periods. No Heartland Company is required to provide any material bonding or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum.other financial security (b) None Section 3.15(b) of the BP Asset Selling Entity Disclosure Schedules sets forth (i) the top ten (10) suppliers of the Heartland Companies based on amounts paid to suppliers of the Heartland Companies for each of the two (2) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. The Heartland Companies have not received any written notice that any of their Material Suppliers has ceased, or intends to cease, to supply goods or services to the Purchased Subsidiaries Heartland Companies or to otherwise terminate or materially reduce its relationship with the Heartland Companies. Except as set forth on Section 3.15(b) of the Disclosure Schedules, there are no current restrictions on the supply of goods and services to the business of the Heartland Companies. Except as set forth on Section 3.15(b) of the Disclosure Schedules, no Heartland Company has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been will be any material adverse change in the price of any raw materials, supplies, packaging materials, merchandise or other goods or servicesservices provided to a Heartland Company by a Material Supplier at any time immediately after the Closing Date, or that any supplier Material Supplier will not sell raw materials, supplies, packaging materials, merchandise and other goods to Intcomex or services to any Heartland Company at any time immediately after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditionsHeartland Company. No supplier of the Business listed on Schedule 3.14(a) Material Supplier has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence two (2) sentences as a result of the consummation of the transactions contemplated by this Agreement. No Heartland Company has experienced, and there do not exist, any material quality control or similar problems with the raw materials, supplies, packaging materials, merchandise or other goods or services currently being supplied or on order from any Material Supplier. No event has occurred that would materially and adversely affect a Heartland Company’s relations with any Material Supplier. No Material Supplier has breached its obligations to a Heartland Company in any respect in the last twelve (12) months. No Heartland Company is currently involved in a dispute with any Material Supplier, and has not been involved in any dispute with any Material Supplier during the five (5) years prior to the date of this Agreement.

Customers and Suppliers. Section 4.22 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of (a) Schedule 3.14(a) contains a list of (i) all the top 20 customers of the Business which have Contracts (including oral contracts and purchase orders) with any “Printed Products” segment of the BP Asset Selling Entity or any Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the “Printed Products Key Customers”) and sets forth opposite the name of such Printed Products Key Customer the Purchased Subsidiaries involving purchases in an approximate amount in excess of $10,000 per annumrevenue attributable to such Printed Products Key Customer during such period, and (ii) all the top 20 suppliers of the Business which have Contracts “Printed Products” segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (including oral contracts on an annualized basis) (the “Printed Products Key Suppliers”) and purchase orderssets forth opposite the name of such Printed Products Key Supplier the approximate aggregate amounts paid to such Printed Products Key Supplier during such period, (b) (i) the top 20 customers of the “Software & Services” segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the “S&S Key Customers”) and sets forth opposite the name of such S&S Key Customer the approximate amount of revenue attributable to such S&S Key Customer during such period, and (ii) the top 20 suppliers of the “Software & Services” segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the “S&S Key Suppliers”) and sets forth opposite the name of such S&S Key Supplier the approximate aggregate amounts paid to such S&S Key Supplier during such period, and (c) (i) the top 20 customers of the “Scantron” segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the “Scantron Key Customers” and, together with the BP Asset Selling Entity Printed Products Key Customers and the S&S Key Customers, the “Key Customers”)) and sets forth opposite the name of such Scantron Key Customer the approximate amount of revenue attributable to such Scantron Key Customer during such period, and (ii) the top 20 suppliers of the “Scantron” segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the “Scantron Key Suppliers” and, together with the Printed Products Key Suppliers and the S&S Key Suppliers, the “Key Suppliers”) and sets forth opposite the name of such Scantron Key Supplier the approximate aggregate amounts paid to such Scantron Key Supplier during such period. Since December 31, 2005 to the date of this Agreement, (i) no Key Customer or Key Supplier has cancelled or otherwise terminated its relationship with the Company or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or productsSubsidiaries, (ii) has substantially reduced or will substantially reduce, neither the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of Company nor any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased its Subsidiaries has received any notice from any Key Customer or has Key Supplier to the effect that any reason such Key Customer or Key Supplier intends to believe that there has been (A) terminate or adversely modify in any material adverse change in respect its relationship with the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of its Subsidiaries or (B) initiate a bidding or rebidding process or request proposals with respect to any business currently provided by the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Company or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of its Subsidiaries and (iii) neither the BP Parties Company nor any of its Subsidiaries has otherwise threatened, to take been involved in any action described in the preceding sentence as material dispute with a result of the consummation of the transactions contemplated by this AgreementKey Customer or Key Supplier.

Customers and Suppliers. (a) Schedule 3.14(a3.22(a)(i) contains of the Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of all customers of the Business Company and its Subsidiaries that is one of the top 25 customers based on sales during the 12 months ended Xxxxx 00, 0000, (xx) the amount for which have Contracts each such customer was invoiced during such period and (including oral contracts iii) the percentage of the consolidated total sales of the Company and purchase orders) with its Subsidiaries represented by sales to each such customer during such period. As of the date of this Agreement, neither the Company nor any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written or, to the Company’s knowledge, oral notice or has any reason to believe that any customer of the Business such customers (iA) has ceasedceased or substantially reduced, or will cease, to use its services cease or products, (ii) has substantially reduced or will substantially reduce, the use of products or services or products of the Business Company or its Subsidiaries or (iiiB) has sought, or is seeking, to reduce the price it will pay for the products or services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementCompany or its Subsidiaries. (cb) None Schedule 3.22(b) of BPIthe Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of the top 10 suppliers based on invoices during for the 12 months ended March 31, 2014 and (ii) the BP Selling Entities amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Purchased Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise such supplies or other goods or servicesservices provided by any such supplier, or that any such supplier will not continue to sell raw materials, supplies, merchandise supplies or services to the Company and other goods to Intcomex at any time after the Closing Date its Subsidiaries on terms and conditions similar to substantially the same as those used in its current sales to the BP Asset Selling Entity or any of the Purchased Company and its Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier . (c) Schedule 3.22(c) of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any Disclosure Schedules sets forth a true and complete list of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result names and addresses of each customer of the consummation Company and its Subsidiaries that is one of the transactions contemplated by this Agreementtop 10 providers of data for the Company’s pool of addressable audience as of April 4, 2014.

Customers and Suppliers. (a) Schedule 3.14(a3.7(a) contains a list of lists the top ten (i10) all customers prescribers of the Business which have Contracts Group Companies on an anonymized-basis (each, a “Material Prescriber” and collectively, the “Material Prescribers”) for the twelve-month period ended December 31, 2021 and the twelve-month period ended December 31, 2022, including oral contracts revenues generated by and purchase orders) with any number of prescriptions written by each Material Prescriber; provided, that the names of the BP Asset Selling Entity or Material Prescribers shall be disclosed to Buyer promptly following the execution of this Agreement. Neither the Group Companies nor the Seller have received any of indication from any Material Prescriber to the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumeffect that, and (ii) all suppliers of neither the Business which Group Companies nor the Seller have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that that, any customer Material Prescriber will stop, materially decrease the rate of or materially change the terms (whether related to payment, price or otherwise) with respect to, purchasing materials, products or services of the Business Group Companies (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence whether as a result of the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Neither the Group Companies nor the Seller are involved in any material dispute or controversy with any of its Material Prescribers. (cb) None Schedule 3.7(b) lists the top ten (10) vendors, suppliers or service providers to each member of BPIthe Group Companies (each, a “Material Supplier” and collectively, the BP Selling Entities or “Material Suppliers”) for the Purchased Subsidiaries has twelve-month period ended December 31, 2021 and the twelve-month period ended December 31, 2022, including the aggregate dollar amount of purchases from each Material Supplier. Neither the Group Companies nor the Sellers have received any notice or has indication from any Material Supplier to the effect that, and neither the Group Companies nor the Seller have any reason to believe that there has been that, any material adverse Material Supplier will or intends to stop, materially decrease the rate of or materially change in the terms (whether related to payment, price of raw or otherwise) with respect to, supplying materials, supplies, merchandise products or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales services to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence Group Companies (whether as a result of the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Neither the Group Companies nor the Sellers are involved in any material dispute or controversy with any of its Material Suppliers. The Group Companies have not granted a Lien in favor of any Material Supplier.

Customers and Suppliers. (a) Schedule 3.14(a) contains 3.23 sets forth a list of (ia) all each of the top ten customers of the Business which have Contracts Company and its Subsidiaries, taken as a whole (including oral contracts by volume in dollars of sales to such customers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date and purchase ordersthe amount of revenues accounted for by such customer during each such period and (b) with any each of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all top five suppliers of the Business which have Contracts Company and its Subsidiaries, taken as a whole (including oral contracts and purchase orders) with by volume in dollars of purchases from such suppliers), for the BP Asset Selling Entity or twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a "Major Supplier"). Except as set forth on Schedule 3.23, since the Most Recent Balance Sheet Date neither the Company nor any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written notice or has any reason to believe that from any customer of the Business (i) has ceased, Company or will cease, to use any of its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writingSubsidiaries, nor, to the Knowledge of the Company, has any customer of the Company or any of the BP Parties has otherwise its Subsidiaries threatened, that it intends to take terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially reduce the aggregate amount paid to the Company and its Subsidiaries for products and services. Except as set forth on Schedule 3.23, since the Most Recent Balance Sheet Date neither the Company nor any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased its Subsidiaries has received written notice from any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writingMajor Supplier, nor, to the Knowledge of the Company, has any Major Supplier threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially increase the aggregate amount charged to the Company and its Subsidiaries for products and services. Neither the Company nor any of its Subsidiaries has received written notice from any customer of the BP Parties has Company or any of its Subsidiaries or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise threatenedseek relief from or make an assignment for the benefit of its creditors and, to take any the Company's Knowledge, no such notice or action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementhas been threatened.

Customers and Suppliers. (a) Schedule 3.14(aSection 4.11(a) contains of the Company Disclosure Letter sets forth a list of the top 15 customers of the Company and the Company Subsidiaries, taken as a whole, based on aggregate revenue received by the Company and the Company Subsidiaries during the year ended December 31, 2022 (each, a “Material Customer” and each such Contract or active purchase order open as May 19, 2023 with a Material Customer, a “Material Customer Agreement”). Except as set forth on Section 4.11(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has received any written or, to the Company’s Knowledge, oral notice from any Material Customer that such Material Customer intends to: (i) all customers cancel, terminate, renegotiate or change the scope of rights or obligations under any Contract with the Business which have Contracts (including oral contracts and purchase orders) with any of Company or the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and Company Subsidiaries; (ii) all suppliers materially reduce or alter its usage of the Business which have Contracts services or products of the Company or any Company Subsidiary; (including oral contracts and iii) materially reduce or alter the frequency or volume of purchase ordersorders (or similar documents) submitted to or fulfilled for the Company or any Company Subsidiary; (iv) fail or refuse to renew any Contract with the BP Asset Selling Entity Company or the Company Subsidiaries; or (v) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumstate, federal or other jurisdictions. (b) None Section 4.11(b) of the BP Asset Selling Entity Company Disclosure Letter sets forth a list of the top 15 suppliers and vendors of the Company and the Company Subsidiaries, taken as a whole, based on the consolidated cost of goods and services paid to such Persons by the Company and the Company Subsidiaries during the year ended December 31, 2022 (each, a “Material Supplier” and each such Contract or active purchase order open as May 19, 2023 with a Material Supplier, a “Material Supplier Agreement”). Except as set forth on Section 4.11(b) of the Purchased Subsidiaries Company Disclosure Letter, neither the Company nor any Company Subsidiary has received any written or, to the Company’s Knowledge, oral notice or has from any reason to believe Material Supplier that any customer of the Business such supplier intends to: (i) has ceasedcancel, terminate, renegotiate or will cease, to use its services change the scope of rights or products, obligations under any Contract with the Company or the Company Subsidiaries; (ii) has substantially reduced materially reduce or will substantially reduce, the use alter its provision of services or products of to the Business Company or any Company Subsidiary; (iii) has sought, fail or is seeking, refuse to reduce renew any Contract with the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities Company or the Purchased Subsidiaries has received Company Subsidiaries; or (iv) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any notice or has any reason to believe that there has been any material adverse change in the price of raw materialsstate, supplies, merchandise federal or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementjurisdictions.

Customers and Suppliers. (a) Schedule 3.14(aSection 4.19(a)(i) contains a list of (i) all the Disclosure Schedules sets forth the top 30 customers of the Business which have Contracts (including oral contracts Company and purchase orders) with any its Subsidiaries, taken as a whole, in terms of GAAP revenue during each of the BP Asset Selling Entity Company’s three preceding fiscal years (each such customer, a “Top 30 Customer”). Except as set forth in Section 4.19(a)(ii) of the Disclosure Schedules, no such customer has canceled or otherwise terminated, or, to the Knowledge of the Company, threatened to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries. Neither the Purchased Company nor any of its Subsidiaries involving purchases in an amount in excess of $10,000 per annumhas received written notice that any such customer may cancel or otherwise materially and adversely modify its relationship (including, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orderswithout limitation, by seeking to renegotiate contractual terms) with the BP Asset Selling Entity Company or any of its Subsidiaries or limit its purchases from the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumCompany. (b) None Section 4.19(b)(i) of the BP Asset Selling Entity Disclosure Schedules sets forth the top 20 suppliers of the Company and its Subsidiaries, taken as a whole, based upon annual cash payments by the Company or its Subsidiaries to its suppliers, during each of the Purchased Company’s three preceding fiscal years (each such supplier, a “Top 20 Supplier”). Except as set forth in Section 4.19(b)(ii) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has received any written notice that there has been any material adverse change in the price of such supplies or has services provided by any reason to believe such supplier (including any Seller and its Affiliates), or that any customer such supplier (including any Seller and its Affiliates) will not sell supplies or services to the Company or any of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case Subsidiaries at any time after the consummation of Closing Date on terms and conditions substantially the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened same as those used in writing, nor, its current sales to the Knowledge of Company or any of its Subsidiaries. To the BP Parties Company’s Knowledge, no such supplier has otherwise threatened, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementhereby. (c) None of BPISince December 31, 2012, the BP Selling Entities or the Purchased Company and each of its Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change engaged in and accounted for all revenue, pricing, sales, receivables and payables practices in accordance with GAAP and otherwise in the price ordinary course of raw materialsbusiness consistent with past practice and have not engaged in (i) any trade loading practices or any other promotional, suppliessales, merchandise rebate or other goods discount activity with any customers, registrars, resellers or servicesdistributors with the effect of accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in post-Closing periods, or (ii) any practice which would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) any supplier will not sell raw materials, supplies, merchandise and other goods practice which would have the effect of postponing to Intcomex at any time after post-Closing periods payments by the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of its Subsidiaries that would otherwise be expected (based on past practice) to be made in pre-Closing periods, or (iv) any other promotional, sales, rebate or discount activity or deferred revenue activity, in each case in this clause (iv), in a manner outside the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise ordinary course of business or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementinconsistent with past practice.

Customers and Suppliers. (a) Except as set forth on Schedule 3.14(a) contains a list of (i) all customers 3.23(a), since December 31, 2008, no customer of the Business which have Contracts (including oral contracts and purchase orders) with who accounts for more than $2,000,000 of sales revenue for the twelve-month period ended June 30, 2009, has stated in writing to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the BP Asset Seller or, to the Seller’s Knowledge, stated orally to the Seller, any Selling Entity Subsidiary, any Acquired Company or any other Affiliate of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumSeller, that it will cease to do business with the Business, and (ii) all suppliers to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such customer and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such customer and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the Business which have Contracts (including oral contracts execution of this Agreement and purchase orders) the Closing, any such customer advises the Seller or any Seller Affiliate that it will cease to do business with the BP Asset Selling Entity Seller Affiliate arising from or any related to the pendency of the Purchased Subsidiaries involving purchases in an amount in excess transaction with the Buyer acquiring control of $5,000 per annumthe Acquired Companies, this representation shall not be untrue if the Buyer is made aware of such facts. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed Except as set forth on Schedule 3.14(a) has threatened in writing3.23(b), norsince December 31, to the Knowledge of any of the BP Parties has otherwise threatened2008, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No no supplier of the Business listed on Schedule 3.14(awho accounts for more than ten percent (10%) of payments made by the Acquired Companies for the twelve-month period ended June 30, 2009, has threatened stated in writingwriting to the Seller, norany Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller or, to the Knowledge of Seller’s Knowledge, stated orally to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the BP Parties has otherwise threatenedSeller, that it will cease to take any action described in do business with the preceding sentence as a result Business, and to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such supplier and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such supplier and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the consummation execution of this Agreement and the Closing, any such supplier advises the Seller or any Seller Affiliate that it will cease to do business with the Seller Affiliate arising from or related to the pendency of the transactions contemplated by transaction with the Buyer acquiring control of the Acquired Companies, this Agreementrepresentation shall not be untrue if the Buyer is made aware of such facts.

Customers and Suppliers. (a) Schedule 3.14(a) contains To the Knowledge of the Company, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries take as a list of whole, (i) all customers neither the Company nor any of the Business which have Contracts (including oral contracts and purchase orders) its Subsidiaries has any outstanding disputes concerning Company Products with any customer who, in any of the BP Asset Selling Entity previous two (2) fiscal years or any the last twelve (12) months prior to the date hereof, was one of the Purchased ten (10) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries involving purchases in an amount in excess of $10,000 per annumby such customers (each, a “Significant Customer”) and (ii) all suppliers of neither the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or Company nor any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written notice or has from any reason to believe Significant Customer that any such Significant Customer shall not continue as a customer of the Business Company (ior the Surviving Corporation or Parent) has ceased, or will cease, to use any of its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case Subsidiaries after the consummation of the transactions contemplated hereby. No customer hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries (or the Business listed on Schedule 3.14(aSurviving Corporation or Parent). (b) has threatened in writing, nor, to To the Knowledge of the Company, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries take as a whole (i) neither the Company nor any of its Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier who, in any of the BP Parties has otherwise threatenedprevious two fiscal years and the last twelve (12) months prior to the date hereof, to take any action described in the preceding sentence as a result was one of the consummation ten (10) largest suppliers of products and/or services to the transactions contemplated Company and its Subsidiaries based on amounts paid or payable by this Agreement. the Company and its Subsidiaries to such supplier (ceach, a “Significant Supplier”) None and (ii) neither the Company nor any of BPI, the BP Selling Entities or the Purchased its Subsidiaries has received any written notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or has any reason to believe that there has been any material adverse change in of its Subsidiaries (or the price of raw materials, supplies, merchandise Surviving Corporation or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time Parent) after the Closing Date on terms and conditions similar or that such Significant Supplier intends to those used in its current sales to terminate or materially modify existing Contracts with the BP Asset Selling Entity Company or any of its Subsidiaries (or the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Surviving Corporation or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementParent).

Customers and Suppliers. (a) Section 3.21(a) of the PMSC Disclosure Schedule 3.14(a) contains a list of sets forth (i) all the top 35 customers of PMSC (based on the Business which have Contracts dollar amount of sales to such customers) for the year ended December 31, 2009 and the top 20 customers of PMSC (including oral contracts and purchase ordersbased on dollar amount of sales to such customers) with any of for the BP Asset Selling Entity or any of year ended December 31, 2008 (the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, “Material Customers”) and (ii) all suppliers former Internet banking and xxxx payment customers of PMSC since December 31, 2007. Subject to the receipt of the Business which have Contracts consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the PMSC Disclosure Schedule, (including oral contracts i) all Material Customers continue to be customers of PMSC and purchase ordersnone of such Material Customers has reduced materially its business with PMSC from the levels achieved during the year ended December 31, 2009, and, to the knowledge of PMSC, no such reduction will occur; (ii) no Material Customer has terminated its relationship with the BP Asset Selling Entity PMSC, nor has PMSC received notice or otherwise has knowledge that any Material Customer or any of the Purchased Subsidiaries involving purchases its other customers intends to do so; (iii) PMSC is not currently involved in an amount any claim, dispute or controversy with any Material Customer and (iv) PMSC is not currently involved in excess any claim, dispute or controversy with any of $5,000 per annumits other customers. (b) None Section 3.21(b) of the BP Asset Selling Entity or PMSC Disclosure Schedule sets forth the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer top 10 suppliers of PMSC (based on the dollar amount of purchases from such suppliers) for each of the Business years ended December 31, 2009 and December 31, 2008 (the “Material Suppliers”). Subject to the receipt of the consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the PMSC Disclosure Schedule, (i) all Material Suppliers continue to be suppliers of PMSC and none of such Material Suppliers has ceasedreduced materially its business with PMSC from the levels achieved during the year ended December 31, or 2009, and to the knowledge of PMSC, no such reduction will cease, to use its services or products, occur; (ii) no Material Supplier has substantially reduced terminated its relationship with PMSC, nor has PMSC received notice or will substantially reduce, the use of services or products of the Business or otherwise has knowledge that any Material Supplier intends to do so; (iii) has soughtPMSC is not involved in any claim, dispute or controversy with any Material Supplier; and (iv) PMSC is seekingnot involved in any claim, to reduce the price it will pay for services dispute or products controversy with any of its other suppliers. Except as set forth at Section 3.21(b) of the BusinessPMSC Disclosure Schedule, including in each case after the consummation no supplier to PMSC represents a sole source of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described supply for goods and services used in the preceding sentence as a result conduct of the consummation of the transactions contemplated by this AgreementPMSC’s business. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Section 3.15(a) of the Disclosure Schedule 3.14(a) contains sets forth a true and complete list of the top ten (i10) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers based on revenue of the Business for the twelve (12) month period prior the Execution Date, and the amount for which have Contracts each such customer was invoiced during such period (including oral contracts and purchase orders) with collectively, the BP Asset Selling Entity or any “Material Customers”). To the Existing Member’s Knowledge, no member of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries Sasol Group has received any written notice or has any reason to believe that any customer of such Material Customers (excluding any Material Customers that have month-to-month Contracts with respect to the Business Business) (i) has ceasedceased or materially reduced, or will cease, to use its services cease or products, (ii) has substantially reduced or will substantially reduce, the use of products or services or products of relating to the Business or (iiiii) has sought, or is seeking, to reduce the price it will pay for the products and services or products of relating to the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (cb) None Section 3.15(b) of BPIthe Disclosure Schedule sets forth a true and complete list of the suppliers (other than law firms, accounting and audit firms, insurers, financial advisers or employee benefits administrators) with which the BP Selling Entities or Sasol Group has made expenditures greater than one million dollars ($1,000,000) in the Purchased Subsidiaries aggregate in connection with the Business during the twelve (12) month period prior to the Execution Date, and the amount for which each such supplier invoiced the Sasol Group with respect to the Business during such period (the “Material Suppliers”). To the Existing Member’s Knowledge, no member of the Sasol Group has received any written notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise such supplies or other goods or servicesservices provided by any such Material Supplier (excluding any Material Suppliers that have month-to-month Contracts with respect to the Business), or that any supplier such Material Supplier will not sell raw materials, supplies, merchandise and other goods supplies or services to Intcomex the Company at any time after the Closing Date on terms and conditions similar to substantially the same as those used in its current sales to the BP Asset Selling Entity or any of the Purchased SubsidiariesSasol Group, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule 3.14(aSection 4.21(a) contains of the Disclosure Schedules sets forth a complete and accurate list of the top ten (i10) all customers by revenue of the Business which Acquired Companies (other than Hilo), taken as a whole, for each of the twelve-month period ended December 31, 2020 and the six-month period ended June 30, 2021 (the “Top Customers”) and the amount of revenue attributable to each such Top Customer in respect of each such period. During the past twelve (12) months, the Acquired Companies (other than Hilo) have Contracts not received any written notice that any Top Customer has ceased, or will cease to, conduct business with the applicable Acquired Company (including oral contracts other than Hilo), and purchase ordersno Top Customer has otherwise materially and adversely modified its relationship with the applicable Acquired Company (other than Hilo) or threatened in writing to do so. There is no outstanding material dispute with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumTop Customer. (b) None Section 4.21(b) of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer Disclosure Schedules sets forth a complete and accurate list of the Business top ten (i10) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use suppliers by payment of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales or services to the BP Asset Selling Entity or any Acquired Companies (other than Hilo), taken as a whole, for each of the Purchased Subsidiariestwelve-month period ended December 31, subject 2020 and the six-month period ended June 30, 2021 (the “Top Suppliers”) and the amount for which each such Top Supplier invoiced the applicable Acquired Company (other than Hilo) in respect of each such period. During the past twelve (12) months, the Acquired Companies (other than Hilo) have not received any written notice that any Top Supplier has ceased, or will cease to, conduct business with the applicable Acquired Company (other than Hilo), and no Top Supplier has otherwise materially and adversely modified its relationship with the applicable Acquired Company (other than Hilo) or threatened in writing to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources do so. There is no outstanding material dispute with any Top Supplier. With respect to the Material Contracts listed on comparable terms and conditions. No supplier Section 4.10(a)(xi) of the Business listed on Schedule 3.14(a) Disclosure Schedules, there is no outstanding or pending material dispute with any counterparty to any such Contract and no Acquired Company has threatened in writing, nor, received any written notice from any counterparty to the Knowledge of any of the BP Parties has otherwise threatened, to take such Contract threatening any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementsuch material dispute.

Customers and Suppliers. (a) Schedule 3.14(a) contains a list Neither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumthree fiscal years ended March 30, and 2013 was, and/or (ii) all suppliers the fiscal year ending March 31, 2014 is projected to be, one of the Business which have Contracts twenty (including oral contracts 20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a “Significant Customer”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and purchase orders) with any such disputes that did not, and/or are not projected to, exceed $500,000 in the BP Asset Selling Entity or aggregate. Neither the Company nor any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written or, to the knowledge of the Company, oral notice or has from any reason to believe Significant Customer that any such Significant Customer shall not continue as a customer of the Business Company (ior the Surviving Corporation or Parent) has ceased, or will cease, to use any of its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case Subsidiaries after the consummation of the transactions contemplated hereby. No customer of hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Business listed on Schedule 3.14(aCompany (or the Surviving Corporation or Parent) has threatened in writing, nor, to the Knowledge of or any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementits Subsidiaries. (cb) None Neither the Company nor any of BPIits Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier, who in either (i) the BP Selling Entities fiscal year ended March 30, 2013 was, and/or (ii) in the fiscal year ending March 31, 2014 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 Purchased Company and its Subsidiaries to such supplier (each, a “Significant Supplier”) other than any such dispute that did not, and/or is not projected to, exceed $50,000 individually and any such disputes that did not, and/or are not projected to, exceed $150,000 in the aggregate. 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 has the Surviving Corporation or Parent) or any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time its Subsidiaries after the Closing Date on terms and conditions similar or that such Significant Supplier intends to those used in its current sales to terminate or materially modify existing Contracts with the BP Asset Selling Entity Company (or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Surviving Corporation or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(aParent) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementits Subsidiaries.

Customers and Suppliers. Section 4.22 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of (a) Schedule 3.14(a) contains a list of (i) all the top 20 customers of the Business which have Contracts (including oral contracts and purchase orders) with any "Printed Products" segment of the BP Asset Selling Entity or any Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "Printed Products Key Customers") and sets forth opposite the name of such Printed Products Key Customer the Purchased Subsidiaries involving purchases in an approximate amount in excess of $10,000 per annumrevenue attributable to such Printed Products Key Customer during such period, and (ii) all the top 20 suppliers of the Business which have Contracts "Printed Products" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (including oral contracts on an annualized basis) (the "Printed Products Key Suppliers") and purchase orderssets forth opposite the name of such Printed Products Key Supplier the approximate aggregate amounts paid to such Printed Products Key Supplier during such period, (b) (i) the top 20 customers of the "Software & Services" segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "S&S Key Customers") and sets forth opposite the name of such S&S Key Customer the approximate amount of revenue attributable to such S&S Key Customer during such period, and (ii) the top 20 suppliers of the "Software & Services" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the "S&S Key Suppliers") and sets forth opposite the name of such S&S Key Supplier the approximate aggregate amounts paid to such S&S Key Supplier during such period, and (c) (i) the top 20 customers of the "Scantron" segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "Scantron Key Customers" and, together with the BP Asset Selling Entity Printed Products Key Customers and the S&S Key Customers, the "Key Customers")) and sets forth opposite the name of such Scantron Key Customer the approximate amount of revenue attributable to such Scantron Key Customer during such period, and (ii) the top 20 suppliers of the "Scantron" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the "Scantron Key Suppliers" and, together with the Printed Products Key Suppliers and the S&S Key Suppliers, the "Key Suppliers") and sets forth opposite the name of such Scantron Key Supplier the approximate aggregate amounts paid to such Scantron Key Supplier during such period. Since December 31, 2005 to the date of this Agreement, (i) no Key Customer or Key Supplier has cancelled or otherwise terminated its relationship with the Company or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or productsSubsidiaries, (ii) has substantially reduced or will substantially reduce, neither the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of Company nor any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased its Subsidiaries has received any notice from any Key Customer or has Key Supplier to the effect that any reason such Key Customer or Key Supplier intends to believe that there has been (A) terminate or adversely modify in any material adverse change in respect its relationship with the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of its Subsidiaries or (B) initiate a bidding or rebidding process or request proposals with respect to any business currently provided by the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Company or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of its Subsidiaries and (iii) neither the BP Parties Company nor any of its Subsidiaries has otherwise threatened, to take been involved in any action described in the preceding sentence as material dispute with a result of the consummation of the transactions contemplated by this AgreementKey Customer or Key Supplier.

Customers and Suppliers. (a) Schedule 3.14(a) Part 3.22 of the Disclosure Letter contains a complete and accurate list as of the date of this Agreement of: (i) all the 25 largest customers of the Business which have Contracts (including oral contracts and purchase orders) with any Seymour Companies in terms of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumsales, and the amount of such sales to each such customer, during the last fiscal year, and (ii) all the 15 largest suppliers of the Business which have Contracts (including oral contracts Seymour Companies in terms of purchases, and purchase orders) with the BP Asset Selling Entity or any amount of such purchases from each such Supplier, during the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumlast fiscal year. (b) None As of the BP Asset Selling Entity or date of this Agreement, the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer aggregate of all accepted and unfilled orders for the Business sale of goods by the Seymour Companies does not exceed $250,000, and the aggregate of all commitments for the purchase of supplies by the Seymour Companies does not exceed $100,000. (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products As of the Business or (iii) has soughtdate of this Agreement, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, northere exists no actual or, to the Knowledge of the Seymour Companies, threatened termination or cancellation of the business relationship of the Seymour Companies with any customer or group of customers which individually or in the aggregate would reasonably be expected to have a material adverse effect on the Seymour Companies; (ii) As of the date of this Agreement, there has been no notice (written, or to the knowledge of the Seymour Companies, oral) from any of the BP Parties has otherwise threatened, fifteen largest suppliers to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe Seymour Companies that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any such supplier will not sell raw materialscontinue to make deliveries on the same price, supplies, merchandise quality and other goods to Intcomex at any time after the Closing Date on delivery terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any consistent with past practices of such suppliers; (iii) As of the Purchased Subsidiariesdate of this Agreement, subject there are no pending claims against the Seymour Companies to general and customary price increasesreturn merchandise by reason of alleged overshipments, unless comparable raw materials, supplies, defective merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier otherwise, in excess of $50,000; (iv) There is no merchandise in the Business listed on Schedule 3.14(ahands of customers under an understanding that such merchandise would be returned; and (v) has threatened in writingIf after the date of this Agreement, nor, to the Knowledge Seymour Companies receive notice of any claims against the Seymour Companies to return merchandise by reason of alleged overshipments, defective merchandise or otherwise in excess of $50,000, the BP Parties has otherwise threatened, Seymour Companies will use their reasonable best efforts to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementso notify HPII thereof promptly.

Customers and Suppliers. (a) Section 4.22(a) of the Disclosure Schedule 3.14(a) contains sets forth a true and complete list of the largest ten (i10) all customers suppliers of goods or services to the Company and its Subsidiaries during the twelve (12) month periods ended March 31, 2018 and March 31, 2019 and the six (6) month period ended September 30, 2019, together with the dollar amount of such goods and services purchased by the Company or its Subsidiaries from such suppliers during each such time period. Except as set forth on Section 4.22(a) of the Business which have Contracts (including oral contracts Disclosure Schedule, no supplier listed on Section 4.22(a) of the Disclosure Schedule has cancelled or terminated its relationship with the Company or its Subsidiaries or materially changed the pricing or other terms of its business with the Company or its Subsidiaries, and purchase orders) no such supplier has threatened or notified the Company in writing that it intends to cancel, terminate or materially change the pricing or other terms of its business with the Company or its Subsidiaries. To the Knowledge of the Company, no event has occurred that would be reasonably expected to materially and adversely affect the Company’s or its Subsidiaries’ relations with any supplier identified on Section 4.22(a) of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumDisclosure Schedule. (b) None Section 4.22(b) of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer Disclosure Schedule sets forth a true and complete list of the Business largest ten (i10) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products customers of the Business Company and its Subsidiaries during the twelve (12) month periods ended March 31, 2018 and March 31, 2019 and the six (6) month period ended September 30, 2019, together with the dollar amount of such goods and services purchased from the Company or (iiiits Subsidiaries by such customers during such time period. Except as set forth on Section 4.22(b) has sought, or is seeking, to reduce the price it will pay for services or products of the BusinessDisclosure Schedule, including in each case after the consummation no customer listed on Section 4.22(b) of the transactions contemplated hereby. No Disclosure Schedule has cancelled or terminated its relationship with the Company or its Subsidiaries or materially decreased its business with the Company or its Subsidiaries, and no such customer of the Business listed on Schedule 3.14(a) has threatened or notified the Company in writingwriting that it intends to cancel, nor, to terminate or materially decrease its business with the Company or its Subsidiaries. To the Knowledge of the Company, no event has occurred that would be reasonably expected to materially and adversely affect the Company’s or its Subsidiaries’ relations with any customer identified on Section 4.22(b) of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementDisclosure Schedule. (c) None No Person has the exclusive right, by Contract or otherwise, to advertise, market, sell, provide, manufacture, produce, distribute or supply any of BPI, the BP Selling Entities products or services of the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Company or any of the Purchased Subsidiariesits Subsidiaries to any geography, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Person or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementotherwise.

Customers and Suppliers. (a) Schedule 3.14(a3.28(a) contains of the Company Disclosure Schedules sets forth a true and complete list of (i) all customers the names and addresses of the Business which have Contracts (including oral contracts and purchase orders) with any top ten purchasers of the BP Asset Selling Entity or any Company and its Subsidiaries (determined on the basis of revenues) during the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum12 months ended November 30, and 2008, (ii) all suppliers the amount for which each such client was invoiced during such period and (iii) the percentage of the Business which have Contracts (including oral contracts consolidated total sales of the Company and purchase orders) with its Subsidiaries represented by sales to each such customer during such period. Neither the BP Asset Selling Entity or Company nor any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written notice or has any reason to believe (other than solely as a result of changes in general economic, financial market, business or geopolitical conditions) that any customer of the Business such clients (iA) has ceasedceased or substantially reduced, or will cease, to use its services cease or products, (ii) has substantially reduced or will substantially reduce, the use of products or services or products of the Business Company or its Subsidiaries or (iiiB) has sought, or is seeking, to reduce the price it will pay for the services or products of the Business, including in each case after the consummation Company or its Subsidiaries. None of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) such clients has threatened in writing, norotherwise, to the Knowledge of any knowledge of the BP Parties has otherwise threatenedCompany, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. (cb) None Schedule 3.28(b) of BPIthe Company Disclosure Schedules sets forth a true and complete list of (i) the top ten suppliers of the Company and its Subsidiaries (determined on the basis of payables to such suppliers) from which the Company or a Subsidiary ordered products or services during for the 12 months ended November 30, 2008 and (ii) the BP Selling Entities amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Purchased Company nor any of its Subsidiaries has received any notice or has any reason to believe (other than solely as a result of changes in general economic, financial market, business or geopolitical conditions) that there has been any material adverse change in the price of raw materials, supplies, merchandise such supplies or other goods or servicesservices provided by any such supplier, or that than any such supplier will not sell raw materials, supplies, merchandise and other goods supplies or services to Intcomex the Interim Surviving Corporation or the Final Surviving Entity or their respective Subsidiaries at any time after the Closing Date on terms and conditions similar to substantially the same as those used in its current sales to the BP Asset Selling Entity or any of the Purchased Company and its Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No such supplier of the Business listed on Schedule 3.14(a) has threatened in writing, norotherwise, to the Knowledge of any knowledge of the BP Parties has otherwise threatenedCompany, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements.

Customers and Suppliers. (a) Schedule 3.14(aSection 4.13(a) of the Disclosure Schedules contains a true, correct and complete list of (i) all the top six (6) customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers Seller’s fabrication division of the Business which have Contracts and the top four (including oral contracts 4) customers of the Seller’s contracting division of the Business, in each case by Dollar volume during each of the two (2) preceding calendar years ending December 31, 2021 and purchase ordersDecember 31, 2022 (collectively, the “Top Customers”) and identifying the total revenues attributable to each such Top Customer during such period. None of the Top Customers has notified the Seller in writing that it has cancelled, terminated or modified its relationship with the BP Asset Selling Entity Seller or any that it intends to cancel, terminate or modify its relationship with the Seller or, to the extent such Top Customer is a recurring customer of Seller or has an active project with Seller, materially decrease its business with the Seller. To the Knowledge of the Purchased Subsidiaries involving purchases in an amount in excess Seller, following consummation of $5,000 per annumthe Transaction, none of the Top Customers, to the extent such Top Customer is a recurring customer of Seller, is likely to cease, modify or materially decrease its business or otherwise modify its relationship with the Seller. (b) Section 4.13(b) of the Disclosure Schedules contains a true, correct and complete list of the top nine (9) suppliers of the Seller’s Business, by Dollar volume during each of the two (2) preceding calendar years ending December 31, 2021 and December 31, 2022 (collectively, the “Top Suppliers”) and identifying the total payments attributable to each such Top Supplier during such period. None of the BP Asset Selling Entity Top Suppliers has notified the Seller in writing that it has cancelled, terminated or modified its relationship with the Purchased Subsidiaries has received any written notice Seller or that it intends to cancel, terminate or modify its relationship with the Seller, to the extent such Top Supplier is a recurring supplier of Seller or has any reason to believe that any customer an active project with the Seller, materially decrease its business with the Seller. To the Knowledge of the Business (i) has ceasedSeller, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the following consummation of the transactions contemplated hereby. No customer Transaction, none of the Business listed on Schedule 3.14(a) has threatened in writing, norTop Suppliers, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as extent such Top Supplier is a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No recurring supplier of the Business listed on Schedule 3.14(a) has threatened in writingSeller, nor, is likely to cease modify or materially decrease its business or otherwise modify its relationship with the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementSeller.

Customers and Suppliers. (a) Schedule 3.14(a) contains a list Neither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumthree fiscal years ended March 30, and 2013 was, and/or (ii) all suppliers the fiscal year ending March 31, 2014 is projected to be, one of the Business which have Contracts twenty (including oral contracts 20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a “Significant Customer”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and purchase orders) with any such disputes that did not, and/or are not projected to, exceed $500,000 in the BP Asset Selling Entity or aggregate. Neither the Company nor any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased its Subsidiaries has received any written or, to the knowledge of the Company, oral notice or has from any reason to believe Significant Customer that any such Significant Customer shall not continue as a customer of the Business Company (ior the Surviving Corporation or Parent) has ceased, or will cease, to use any of its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case Subsidiaries after the consummation of the transactions contemplated hereby. No customer of hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Business listed on Schedule 3.14(aCompany (or the Surviving Corporation or Parent) has threatened in writing, nor, to the Knowledge of or any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreementits Subsidiaries. (cb) None Neither the Company nor any of BPIits Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier, who in either (i) the BP Selling Entities fiscal year ended March 30, 2013 was, and/or (ii) in the fiscal year ending March 31, 2014 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 Purchased Company and its Subsidiaries to such supplier (each, a “Significant Supplier”) other than any such dispute that did not, and/or is not projected to, exceed $50,000 individually and any such disputes that did not, and/or are not projected to, exceed $150,000 in the aggregate. 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 has the Surviving Corporation or Parent) or any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time its Subsidiaries after the Closing Date on terms and conditions similar or that such Significant Supplier intends to those used in its current sales to terminate or materially modify existing Contracts with the BP Asset Selling Entity Company (or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise Surviving Corporation or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(aParent) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.its Subsidiaries. ARTICLE IV

Customers and Suppliers. (a) Schedule 3.14(a2.31(a) contains sets forth all of the suppliers of Seller (other than suppliers that supply less than $5,000 to Seller in a list of given year) for the years ended December 31, 2010 and December 31, 2011, and any supplier with whom Seller has an exclusive supply arrangement (collectively, the “Seller’s Suppliers”) and the approximate amounts for which Seller’s Suppliers invoiced Seller during such periods. (i) all customers As of the Business date hereof all of Seller’s Suppliers continue to be suppliers of Seller; (ii) Seller has not received any notice that any of Seller’s Suppliers will reduce materially its business with Seller from the levels achieved during the year ended December 31, 2011; (iii) since December 31, 2010, none of Seller’s Suppliers has terminated its relationship with Seller or, to the Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Suppliers has modified or, to the Seller’s Knowledge, notified Seller that it intends to modify any relationship with Seller in a manner which have Contracts is less favorable in any material respect to Seller, or to Seller’s Knowledge, notified Seller that it will not do business on such terms and conditions at least as favorable in all material respects as the terms and conditions provided to Seller on December 31, 2010; and (including oral contracts and purchase ordersv) Seller is not involved in any material claim, dispute or controversy with any of the BP Asset Selling Entity Seller’s Suppliers. To Seller’s Knowledge, none of Seller’s Suppliers has taken or threatened to take any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action actions described in the preceding sentence this Section 2.31(a) as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI. To the Seller’s Knowledge, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that since December 31, 2010, there has been any no other material adverse change in the price relationship between the Company and any of raw materialsSeller’s Suppliers. (b) Schedule 2.31(b) sets forth all customers of Seller for the years ended December 31, supplies2010 and December 31, merchandise or other goods or services, or 2011 (the “Seller’s Customers”) and the amounts for which Seller invoiced each of Seller’s Customers during such periods. (i) As of the date hereof all of Seller’s Customers continue to be customers of Seller; (ii) Seller has not received any notice that any supplier of Seller’s Customer will reduce materially its business with Seller from the levels achieved during the year ended December 31, 2011; (iii) since December 31, 2010, none of Seller’s Customers has terminated its relationship with Seller or, to Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Customers has modified or, to Seller’s Knowledge, notified Seller that it intends to modify its relationship with Seller in a manner which is less favorable, in any material respect, to Seller or, to Seller’s Knowledge, notified Seller that it will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date do business on such terms and conditions similar at least as favorable in all material respects as the terms and conditions provided to those used Seller on December 31, 2010; and (v) Seller is not involved in its current sales any material claim, dispute or controversy with any of Seller’s Customers. To Seller’s Knowledge, none of Seller’s Customers has taken or threatened to the BP Asset Selling Entity or take any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action actions described in the preceding sentence this Section 2.31(b) as a result of the consummation of the transactions contemplated by this Agreement.. To the Seller’s Knowledge, since December 31, 2010, there has been no other material adverse change in the relationship between Seller and any of Seller’s Customers

Customers and Suppliers. (a) Schedule 3.14(aSection 4.19(a) contains a list of the Disclosure Schedules sets forth with respect to the Business (i) all customers each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $50,000 for each of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. Except as set forth in Section 4.19(a) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (written or oral) that any of the Material Customers has ceased or intends to cease after the Closing, and to Seller’s Knowledge, there are and have not been any facts or circumstances that could reasonably be expected to result in any of the Material Customers ceasing, to use the goods or services of the Business which or to otherwise terminate or materially reduce its relationship with the Business. To Seller’s Knowledge, Seller and its Representatives have Contracts no material disputes or disagreements (including oral contracts and purchase ordersregardless whether the same has or could give rise to any Action) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annumMaterial Customers. (b) None Section 4.19(b) of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason Disclosure Schedules sets forth with respect to believe that any customer of the Business (i) each supplier to whom Seller has ceasedpaid consideration for goods or services rendered in an amount greater than or equal to $50,000 for each of the two (2) most recent fiscal years (collectively, or will cease, to use its services or products, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 4.19(b) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (written or oral) that any of the Material Suppliers has substantially reduced ceased or will substantially reduceintends to cease after the Closing, and to Seller’s Knowledge, there are and have not been any facts or circumstances that could reasonably be expected to result in any of the use of Material Suppliers ceasing, to supply goods or services or products of to the Business or (iii) has sought, to otherwise terminate or is seeking, to materially reduce the price it will pay for services or products of its relationship with the Business. To Seller’s Knowledge, including in each case after Seller and its Representatives have no material disputes or disagreements (regardless whether the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(asame has or could give rise to any Action) has threatened in writing, nor, to the Knowledge of with any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this AgreementMaterial Suppliers. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. 10.24.1 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) Schedule 3.14(a) contains a list the names and addresses of (i) all customers and distributors that ordered products of the Business which have Contracts from the Seller with an aggregate value for each such customer or distributor of INR 1,000,000 (including oral contracts Indian Rupee One Million) or more during the 12 (twelve) month period ended 31 March 2011; and purchase orders) with any of the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity amount for which each such customer or the Purchased Subsidiaries distributor was invoiced during such period. The Seller has not received any written notice and to the Seller’s Knowledge, no significant customer or has any reason to believe that any customer distributor of the Business Seller: (iA) has ceased, or will shall cease, to use its services or products, buy the products of the Business; (iiB) has substantially reduced reduced, or will shall substantially reduce, the use purchase of services or products of the Business Business; or (iiiC) has sought, or is seeking, to reduce the price it will shall pay for services or products of the Business, including in each case after the consummation of the transactions contemplated herebyby this Agreement. No customer All sales made to customers and distributors in the past year have been made in the Ordinary Course of Business and the Seller has not increased its level of sales during such period in such a manner as to increase the amount of accounts receivable for conversion into cash prior to the Closing or decrease the demand for the products of the Business listed on in the distribution chain of customers or distributors following the Closing. 10.24.2 Annexure 11 of the Seller Disclosure Schedule 3.14(asets forth an accurate and complete list of: (a) the names and addresses of all suppliers from which the Seller ordered raw materials, supplies, merchandise and other goods and services for the Business with an aggregate purchase price for each such supplier of INR 500,000 (Indian Rupee Five Hundred Thousand) or more during the 12 (twelve) month period ended 31 March 2011; and (b) the amount for which each such supplier invoiced the Seller during such period. The Seller has threatened in writingnot received any written notice of, nor, and to the Knowledge of any of the BP Parties has otherwise threatenedSeller’s Knowledge, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has have not been any material adverse change changes in the price of such raw materials, supplies, merchandise or other goods or services, or . The Seller does not have any reason to believe that any supplier will would not sell raw materials, supplies, merchandise and other goods and services to Intcomex the Purchaser at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased SubsidiariesSeller, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Schedule 3.14(a) contains a list of (i) all customers of Neither Seller nor the Business which have Contracts (including oral contracts and purchase orders) with any of Company nor the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries Subsidiary has received any written notice or and the Seller has any reason to believe no knowledge that any customer of Seller (solely with respect to the Business or the Assigned MNS Assets), the Company or the Subsidiary: (i) has ceasedceased or substantially reduced, or will ceasecease or substantially reduce, to use its of products or services or productsof Seller, the Company and the Subsidiary; (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has soughtsought in writing, or is seekingseeking in writing, to reduce the price it will pay for the services of Seller, the Company and the Subsidiary; or products (iii) with respect to the customers whose agreement with Seller, the Company or the Subsidiary will expire within the next six (6) months in accordance with their terms (absent renewal thereof), that such customer either (A) plans not to renew its agreement with Seller, the Company and/or the Subsidiary or (B) will not renew its agreement with Seller, the Company and/or the Subsidiary upon terms substantially the same as those currently in effect. To the Seller’s knowledge, none of the Business, including in each case after the consummation customers of the transactions contemplated hereby. No customer of Seller (solely with respect to the Business listed on Schedule 3.14(a) has threatened in writingor the Assigned MNS Assets), nor, to the Knowledge of any of Company or the BP Parties Subsidiary has otherwise threatened, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. Part 2.9(a) of the Disclosure Schedule identifies the revenues received from each of the top ten (10) customers of Seller (solely with respect to the Business or the Assigned MNS Assets), the Company and the Subsidiary (based on revenues) for each of the five (5) months ended May 31, 2014 and the fiscal year ended December 31, 2013. (cb) None of BPI, Neither Seller nor the BP Selling Entities or Company nor the Purchased Subsidiaries Subsidiary has received any written notice or and the Seller has any reason to believe no knowledge that there has been any material adverse change in the price of raw materialsany supplies or services provided to Seller (solely with respect to the Business or the Assigned MNS Assets), supplies, merchandise the Company or other goods or servicesthe Subsidiary by any supplier, or that any such supplier will not sell raw materialssupplies or services to Seller, suppliesthe Company, merchandise and other goods to Intcomex at any time the Subsidiary or Purchaser after the Closing Date date of this Agreement on terms and conditions similar to substantially the same as those used in its current sales to Seller, the BP Asset Selling Entity or any of Company and the Purchased SubsidiariesSubsidiary, subject to other than general and customary price increases. With respect to those suppliers whose agreements with Seller (solely with respect to the Business or the Assigned MNS Assets), unless comparable raw materialsthe Company or the Subsidiary will expire within the next six (6) months in accordance with their terms (absent renewal thereof), suppliesneither Seller, merchandise the Company nor the Subsidiary has received any written notice and the Seller has no knowledge that any such supplier either (i) plans not to renew its agreement with Seller, the Company and/or the Subsidiary or other goods are readily available from other sources on comparable (ii) will not renew its agreement with Seller, the Company and/or the Subsidiary upon terms and conditionssubstantially the same as those currently in effect. No supplier To the Seller’s knowledge, none of the Business listed on Schedule 3.14(a) has threatened in writing, nor, suppliers to Seller (solely with respect to the Knowledge of any of Business or the BP Parties Assigned MNS Assets), the Company or the Subsidiary has otherwise threatened, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. Part 2.9(b) of the Disclosure Schedule sets forth a complete and correct list of the ten (10) suppliers that accounted for the largest dollar volume of purchases by Seller (solely with respect to the Business or the Assigned MNS Assets), the Company and the Subsidiary during each of the five (5) months ended May 31, 2014 and the fiscal year ended December 31, 2013.

Customers and Suppliers. (a) Schedule 3.14(a3.22(a) of the Disclosure Schedule contains a list of the top twenty (i20) all customers customers, including distributors, if applicable, of the Business which have Contracts for each of the two (including oral contracts and purchase orders2) with most recent fiscal years (listed in descending order based on the total dollar amount of net sales), showing the total dollar amount of net sales to each such customer shown during each such year. Except as indicated on Schedule 3.22(a) of the Disclosure Schedule, neither Seller nor any of the BP Asset Selling Entity Subsidiaries has any information, or is aware of any facts, indicating any of such customers intends to cease doing business with the Purchased Subsidiaries involving purchases in an Business or materially alter the amount in excess of $10,000 per annum, and (iithe business such customer is presently doing with the Business. Schedule 3.22(a) of the Disclosure Schedule also contains a list of all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any for each of the Purchased two (2) most recent fiscal years (listed in descending order based on the total amount paid to each such supplier during such period) from whom Seller or the Selling Subsidiaries involving purchases in an amount have purchased in excess of $5,000 per annum100,000 in products or services during the twelve (12) months before December 31, 2009. (b) None Since December 31, 2009, there has been no material change in the custom and practice (including with respect to quantity and frequency) of the BP Asset course of business between Seller, any of the Selling Entity or Subsidiaries and any of (i) the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer customers of the Business that have generated sales in excess of $100,000 during the twelve (i12) has ceasedmonths before December 31, or will cease, to use its services or products, 2009 and (ii) has substantially reduced or will substantially reduce, the use of services or products suppliers of the Business from whom Seller and the Selling Subsidiaries have purchased in excess of $100,000 in Products or services during the twelve (iii12) has soughtmonths before December 31, or is seeking, to reduce the price it will pay for services or products 2009. Except as set forth on Schedule 3.22(b) of the BusinessDisclosure Schedule, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of without limiting any of the BP Parties has otherwise threatenedforegoing, to take any action described in the preceding sentence as a result since December 31, 2009, none of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity Seller or any of the Purchased SubsidiariesSelling Subsidiaries has received written or, subject to general and customary price increasesSeller’s Knowledge, unless comparable raw materials, supplies, merchandise oral notice that any customer or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a3.22(a) of the Disclosure Schedule has threatened in writing, nor, to the Knowledge of terminated its relationship with Seller or any of the BP Parties has otherwise threatened, to take Selling Subsidiaries or materially reduced or changed the pricing or other terms of its business with Seller or any action described in the preceding sentence as a result of the consummation Selling Subsidiaries and no customer or supplier listed on Schedule 3.22(a) of the transactions contemplated by this AgreementDisclosure Schedule has notified Seller or any of the Selling Subsidiaries in writing (or to Seller’s Knowledge, orally) that it intends to terminate or materially reduce or change the pricing or other terms of its business with Seller or any of the Selling Subsidiaries.

Customers and Suppliers. (a) Schedule 3.14(a3.20(a) contains of the Sellers’ Disclosure Letter sets forth with respect to the Business the top ten customers based on aggregate consideration paid to the RFG Family Entities (on a list consolidated basis) for goods or services for each of the two most recent fiscal years (i) all each such customer a “Material 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 Business which have Contracts RFG Family Entities (including oral contracts and purchase orderson a consolidated basis) with any based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the BP Asset Selling date hereof, no RFG Family Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) Material Customers has ceased, or will ceaseintends to cease after the Closing, to use the goods or services of the RFG Family Entities or to otherwise terminate or reduce its services or products, (ii) relationship with the Business. The [* * *] has substantially reduced been or will substantially reducebe 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, the use of services or products as of the Business 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 (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No ) 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 the relationship of any RFG Family Entity with such a customer or group of customers. (b) Schedule 3.20(b) of the Sellers’ Disclosure Letter sets forth with respect to the Business listed the top ten suppliers to whom the RFG Family Entities (on Schedule 3.14(aa consolidated basis) have paid consideration for goods or services rendered based on the aggregate amount paid for each of the two most recent fiscal years (each such supplier a “Material Suppliers”). As of the date hereof, no RFG Family Entity has threatened in writingreceived any written notice that any of the Material Suppliers has ceased, noror intends to cease, to supply goods or services to the RFG Entities or to otherwise terminate or reduce its relationship with the Business and to the Knowledge of any of the BP Parties has otherwise threatenedRFG Family Entities, to take any action described in the preceding sentence as a result of there are no facts or circumstances (including the consummation of the transactions contemplated by this Agreementhereby) 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 the relationship of any of the RFG Family Entities with such a supplier or group of suppliers. (c) None Except as set forth on Schedule 3.20(c), as of BPIthe date hereof, the BP Selling Entities or the Purchased Subsidiaries no RFG Family Entity has received any written notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Purchased SubsidiariesCo-Packers has ceased, subject or intends to general cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or reduce its relationship with the RFG Entities and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatenedRFG Family Entities, to take any action described in the preceding sentence as a result of 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 this Agreementany of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with such a Co-Packer or group of Co-Packers.

Customers and Suppliers. (a) Schedule 3.14(a) contains a list of (i) all customers As of the Business which have Contracts (including oral contracts date hereof and purchase orders) with any as of the BP Asset Selling Entity or any Closing Date, no customer which individually accounted for more than 5% of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annumCompany’s gross revenues during the 12-month period preceding the date hereof, and (ii) all suppliers no supplier of the Business which have Contracts (including oral contracts and purchase orders) Company, has cancelled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate its relationship with the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice Company, or has at any reason to believe that any customer of time on or after the Business (i) has ceased, or will cease, to use Company Balance Sheet Date decreased materially its services or productssupplies to the Company in the case of any such supplier, (ii) has substantially reduced or will substantially reduce, its usage of the use of services or products of the Business Company in the case of such customer, and to the Company’s and the Selling Stockholders’ knowledge, no such supplier or (iii) has sought, customer intends to cancel or is seeking, otherwise terminate its relationship with the Company or to reduce decrease materially its services or supplies to the price it will pay for Company or its usage of the services or products of the BusinessCompany, as the case may be. As of the date hereof and as of the Closing Date, no customer which individually accounted for more than 5% of the Company’s gross revenues during the 12 month period preceding the Closing Date, has cancelled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including in each case after without limitation the consummation of the transactions contemplated hereby. No , its relationship with the Company, and to the Company’s and the Selling Stockholders’ knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company or to decrease materially its usage of the Business listed on Schedule 3.14(a) services or products of the Company. The Company has threatened in writingnot knowingly breached, nor, so as to provide a benefit to the Knowledge Company that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company. To the Company’s and the Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Tax credit (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with respect to any of the BP Parties amounts paid by STMicroelectronics to the Company and its Subsidiaries since January 1, 2005. To the Company’s and the Selling Stockholders’ knowledge, STMicroelectronics has otherwise threatened, not been eligible for or received the benefit of any Tax credit (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with respect to take any action described in the preceding sentence as a result more than 5% of the consummation of the transactions contemplated amounts paid by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales STMicroelectronics to the BP Asset Selling Entity or any of Company and its Subsidiaries during the Purchased Subsidiariesperiod from January 1, subject to general and customary price increases2002 through December 31, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement2004.