Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Set forth on Schedule 2.15(a) are the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.21(a) are of the Company Group’s Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Company Group for each of the fiscal year ended on December 31, 2020 and the period beginning January 1, 2021 and ending September 25, 2021, of the twenty (20) largest customerscustomers of the Company Group measured by revenue received (each a “Company Significant Customer”). Since January 1, 2021, except as set forth in Section 3.21(a) of the Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Company Group or any of their respective Affiliates, on the one hand, and any Company Significant Customer, on the other hand, and the Company Group has not received any written, or to the Knowledge of Company, oral notice that any Company Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Company Group or reduce its rate or amount of purchases from the Company Group. (b) Section 3.21(b) of the Company Disclosure Schedule contains a complete and accurate list, by dollar volume, percentage of total purchases by the Company Group for each of the following periods: (i) the fiscal year ended December 31, 2019, 2020 and (ii) the period beginning on January 1, 2020, 2021 and ending on July 31September 25, 20202021, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, suppliers to the Company Group (each a “Company Significant Supplier”) measured by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on aggregate expenditures. Since January 1, 20202021, except as set forth in Section 3.21(b) of the Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any there has been no material dispute with between any such vendor, nor has such vendor notified of the Company Group in writing or any of their respective Affiliates, on the one hand, and any Company Significant Supplier, on the other hand, and the Company Group has not received any written, or to the Knowledge of Company, oral notice that it any Company Significant Supplier intends to terminate adversely change its terms, cease or materially reduce alter its business relations relationship with the Company Group or reduce its rate or amount of sales to the Business. The Company Group. (c) All materials and products that are currently being, or have been, distributed or sold by the Company Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Company Group has not been notified in writing have received any written or, to the Knowledge of Company oral, notice of any allegation that any such vendor will terminate material or reduce its business product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the Company Group as a result ordinary course of the transactions contemplated by this Agreementbusiness.

Customers and Suppliers. (a) Set forth Section 5.14(a) of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on Schedule 2.15(a) are December 31, 2020 and the Company Group’s nine (9)-month period ended September 30, 2021, of the twenty (20) largest customerscustomers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group. (b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by dollar volume, percentage of total purchases by the Parent Group for each of the following periods: (i) the fiscal year ended December 31, 20192020 and the nine (9)-month period ended September 30, and (ii) the period beginning on January 12021, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on aggregate expenditures. Since January 1, 20202021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and ending there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on July 31, 2020the one hand, and set forth opposite any Parent Significant Supplier, on the name of each such vendor is other hand, and the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group. (c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been notified and are being, as applicable, distributed or sold in writing conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such vendor will terminate material or reduce its business product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the Company Group as a result ordinary course of the transactions contemplated by this Agreementbusiness.

Customers and Suppliers. (a) Set Except as set forth on Schedule 2.15(aSection 2.21(a) are of the Company Group’s Disclosure Schedule, the Group Companies have no outstanding material disputes concerning its products and/or services with any customer who was one of the twenty (20) largest customers, by dollar volume, for each customers of or to the following periods: Group Companies (i) in the fiscal year ended December 31, 2019, 2021 and (ii) in the period beginning six (6) months ended June 30, 2022 (each, a “Significant Customer”), and, to the Company’s knowledge, there is no material dissatisfaction on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name part of each such customer any Significant Customer. Each Significant Customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(aSection 2.21(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers Company Disclosure Schedule. No Significant Customer has provided written notice communicated in writing that it does not intend to continue as a customer of the applicable Group Company Group after the Closing or that it intends to terminate or materially reduce its business relations modify existing Contracts with the Company Group. Except as noted in Schedule 2.15(a)applicable Group Company, none of nor does the Company Grouphave any knowledge of any Significant Customer’s business relations with any of intent to discontinue its customers was awardedrelationship, in whole reduce or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreementmaterially modify existing Contracts. (b) Set Except as set forth on Schedule 2.15(bSection 2.21(b) are of the Company Group’s twenty (20) largest vendorsDisclosure Schedule, the Group Companies have no outstanding material disputes concerning products and/or services provided by dollar volumeany supplier or partner who either, for each of the following periods: (i) (A) in the fiscal year ended December 31, 20192021 or (B) in the six (6) months ended June 30, and 2022, was one of the ten (10) largest suppliers of products and/or services to or partner of the Company, based on amounts paid or payable with respect to such period (each, a “Significant Supplier”) or (ii) is a material data provider. Each Significant Supplier is listed on Section 2.21(b) of the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periodsCompany Disclosure Schedule. The Group Companies have not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the applicable Group Company Group is not engaged in any material dispute with any after the Closing or that such vendor, nor has such vendor notified the Company Group in writing that it Significant Supplier intends to terminate or materially reduce its business relations modify existing Contracts with the Company applicable Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompany.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.22(a) are of the Company Group’s twenty (20) largest customers, by dollar volume, for each Disclosure Schedule sets forth a true and complete list of the following periods: (i) the ten (10) largest customers of the Company and its Subsidiaries, on a consolidated basis determined by dollar volume of sales, for the fiscal year ended December 31, 2019, 2019 and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 20192020 (collectively, the “Top Customers”) and (ii) the period beginning ten (10) largest suppliers of the Company and its Subsidiaries (other than Altisource and its Affiliates), on January 1a consolidated basis determined by dollar volume of expenditures, 2020, and ending on July for the fiscal year ended December 31, 20202019 and the fiscal year ended December 31, 2020 (collectively, the “Top Suppliers”). (i) To the Company’s Knowledge, there has been no termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in, or material dissatisfaction with, the business relationship between the Company or its Subsidiaries and set forth opposite any of the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periodsTop Customers. The Company Group is not engaged in has no Knowledge that any material dispute with any such vendorTop Customer intends, nor has such vendor notified prior to or as a result of the Company Group in writing that it intends Closing or otherwise, to terminate or materially reduce its business relations cease to contract with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate its Subsidiaries, as applicable, or might substantially reduce its business with the Company, or its Subsidiaries, as applicable. (ii) To the Company’s Knowledge, there has been no termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in, or material dissatisfaction with the business relationship between the Company Group or its Subsidiaries and any of the Top Suppliers. The Company has no knowledge that any Top Supplier might as a result of the transactions contemplated by this AgreementClosing, or otherwise, cease to contract with or supply to the Company or its Subsidiaries, as applicable, or might substantially reduce its business with the Company, or its Subsidiaries, as applicable.

Customers and Suppliers. (a) Set Schedule 4.22(a) sets forth on Schedule 2.15(a) are all customers that accounted for 10% or more of the revenues of the Company Group’s twenty (20) largest customers, by dollar volume, or any of its Subsidiaries for each of the following periods: (i) the fiscal year ended December August 31, 2019, and 2005 (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The "Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Material Customers”"). Except as set forth on in Schedule 2.15(a4.22(a), none of the Specified (i) all Company Material Customers has provided written notice continue to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none be customers of the Company Group’s business relations with or any of its customers was awardedSubsidiaries, in whole or in partas the case may be, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The and none of such Company Group Material Customers has not been notified in writing that any Specified Customer will terminate or reduce reduced materially its business with the Company Group or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended August 31, 2005, and to the Knowledge of the Representing Sellers, no such reduction is currently expected to occur; (ii) no Company Material Customer has terminated its relationship with the Company or any of its Subsidiaries, as the case may be, or has threatened to do so; (iii) neither the Company nor any of its Subsidiaries is involved in any claim, dispute with any Company Material Customer; and (iv) neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect on the Company or any of its Subsidiaries taken as a result of the transactions contemplated by this Agreementwhole. (b) Set Schedule 4.22(b) sets forth on Schedule 2.15(bthe five (5) are largest suppliers of the Company Group’s twenty (20) largest vendors, by dollar volume, or any of its Subsidiaries for each of the following periods: years ended August 31, 2005 ("Company Material Suppliers"). Except as set forth in Schedule 4.22(b), (i) all Company Material Suppliers are currently suppliers of the fiscal year ended December 31Company or its Subsidiaries, 2019as the case may be, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name none of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor Material Suppliers has such vendor notified the Company Group in writing that it intends to terminate or reduced materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended August 31, 2005, and, to the Knowledge of the Representing Sellers, no such reduction will occur; (ii) no Company Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, as the case may be, or has threatened to do so; (iii) neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any Company Material Supplier; and (iv) neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other suppliers that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a result of the transactions contemplated by this Agreementwhole.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.23(a) are of the Company Group’s twenty Disclosure Schedule sets forth a true and complete list of the ten (2010) largest customerscustomers of the Company, determined on a consolidated basis by dollar volumevolume of sales, for each of the following periods: (i) the fiscal year ended December 31, 20192020 and the three (3)-month period ended on the Balance Sheet Date (collectively, the “Top Customers”) and the applicable dollar amounts with respect to each Top Customer. Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) the Company has no Knowledge of any termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in, or material dissatisfaction with, the business relationship between the applicable Group Company and any of the Top Customers, and (ii) the period beginning on January 1Company has no Knowledge that any Top Customer intends to, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none a result of the Specified Customers has provided written notice Contemplated Transactions, cease to the Company Group that it intends to terminate or materially reduce its business relations contract with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole Group Companies or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or substantially reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompanies. (b) Set forth on Schedule 2.15(b) are Section 3.23(b)of the Company Group’s twenty Disclosure Schedule sets forth a true and complete list of the ten (2010) largest vendorssuppliers of the Company, determined on a consolidated basis by dollar volumevolume of expenditures, for each of the following periods: (i) the fiscal year ended December 31, 20192020 and the three (3)-month period ended on the Balance Sheet Date (collectively, the “Top Suppliers”) and (ii) the period beginning on January 1applicable dollar amounts with respect to each Top Supplier. Except as would not reasonably be expected to be material to the Group Companies taken as a whole, 2020the Company has no Knowledge of any termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in, or material dissatisfaction with the business relationship between the applicable Group Company and ending on July 31, 2020, and set forth opposite any of the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periodsTop Suppliers. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing no Knowledge that any such vendor will terminate Top Supplier intends to, as a result of the Contemplated Transactions, cease to contract with or supply to the Group Companies or substantially reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompanies.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.22(a) are the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: (i) Disclosure Schedule sets forth a complete and correct list of the fiscal year ended December 31, 2019Material Customers, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set sets forth opposite the name of each such customer is Material Customer the dollar amount value of sales attributable aggregate customer spending on products or services of the Business from (i) December 31, 2022 through December 31, 2023, and (ii) December 31, 2023 through August 31, 2024. In the last twelve (12) months, no Material Customer has materially reduced, cancelled or otherwise terminated or, to such customer for such periodsthe knowledge of Seller, threatened to materially reduce, cancel or terminate, its business or relationship with any Group Company or, with respect to the Business, any Seller Group Entity. The No Group Company nor, with respect to the Business, any Seller Group is not Entity is, nor since the Lookback Date has been, engaged in any material dispute or controversy with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMaterial Customer. (b) Set forth on Schedule 2.15(bSection 3.22(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) Disclosure Schedule sets forth a complete and correct list of the fiscal year ended December 31, 2019Material Suppliers, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set sets forth opposite the name of each such vendor is Material Supplier the dollar amount value of purchases attributable of goods or services by or for the benefit of the Business with respect to such vendor for such periods(i) December 31, 2022 through December 31, 2023, and (ii) December 31, 2023 through August 31, 2024 (in the case of this clause (ii), solely in respect of the United States). The In the last twelve (12) months, no Material Supplier has materially reduced, cancelled or otherwise terminated or, to the knowledge of Seller, threatened to materially reduce, cancel or terminate, its business or relationship with any Group Company or, with respect to the Business, any Seller Group is not Entity. No Group Company nor, with respect to the Business, any Seller Group Entity is, nor since the Lookback Date has been, engaged in any material dispute or controversy with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMaterial Supplier.

Customers and Suppliers. (a) Set Section 4.24(a) of the Disclosure Schedule sets forth on Schedule 2.15(a) are a complete and accurate list, by percentage of total sales by the Company Group’s twenty (20) largest customersand the Company Subsidiaries for the fiscal years ended on December 31, by dollar volume2010 and 2011, for each of the following periods: (i) the fiscal year ended December 31, 2019, fifteen (15) largest customers of the Company and the Company Subsidiaries and (ii) the period beginning on five (5) largest distributors or resellers of the Company and the Company Subsidiaries. Since January 1, 20202012, there has not been any material adverse change in the business relationship, and ending there has been no material dispute, between the Company or any Company Subsidiary, on July 31, 2020the one hand, and set forth opposite any such customer, distributor or reseller, on the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectivelyother hand, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to and the Company Group has not received any notice that it any such customer, distributor or reseller intends to terminate cease its business relationship with the Company or any Company Subsidiary or to materially reduce its business relations with purchases from the Company Group. Except as noted in Schedule 2.15(a), none of the or any Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementSubsidiary. (b) Set forth on Section 4.24(b) of the Disclosure Schedule 2.15(b) are contains a complete and accurate list, by percentage of total purchases by the Company Group’s twenty (20) largest vendors, by dollar volume, and the Company Subsidiaries for each of the following periods: (i) the fiscal year years ended on December 31, 20192010 and 2011, of the ten (10) largest suppliers to the Company and (ii) the period beginning on Company Subsidiaries. Since January 1, 20202012, there has not been any material adverse change in the business relationship, and ending there has been no material dispute, between the Company or any Company Subsidiary, on July 31, 2020the one hand, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendorsupplier, nor has such vendor notified on the other hand, and the Company Group in writing has not received any notice that it any such supplier intends to terminate or materially reduce cease its business relations relationship with the Company Group or the Business. The any Company Group has not been notified in writing that any such vendor will terminate Subsidiary or to reduce its business with sales to the Company Group as a result of the transactions contemplated by this Agreementor any Company Subsidiary.

Customers and Suppliers. Schedule 2.21 sets forth a list of the top 20 suppliers of goods or services to the Company, but excluding Major ICPs (a) Set forth as defined below), based on Schedule 2.15(a) are the amount paid by the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: during (i) the fiscal year 12-month period ended on December 31, 20192020, and (ii) the six-month period beginning ended on January 1June 30, 20202021 (the “Major Suppliers”), together with in each case the accounts payable and ending the amount paid during such period. Schedule 2.21 also sets forth a list of all third party service providers contracted by the Company to process payroll for its customers during (i) the 12-month period ended on July December 31, 2020, and set (ii) the six-month period ended on June 30, 2021 (the “Major ICPs”), together with in each case the accounts payable and the amount paid during such period. Schedule 2.21 also sets forth opposite a list of the name top 20 customers of the Company based on the amounts invoiced by the Company during (i) the 12-month period ended on December 31, 2020, or (ii) the six-month period ended on June 30, 2021 (the “Major Customers”), together with in each such customer is case the dollar amount of sales attributable to collections and accounts receivable during such customer for period. Schedule 2.21 also sets forth a list of the top 5 channel partners of the Company based on the amounts invoiced by the Company during (i) the 12-month period ended on December 31, 2020, or (ii) the six-month period ended on June 30, 2021 (the “Major Channel Partners”), together with in each case the amount of collections and accounts receivable during such periodsperiod. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectivelyMajor Supplier, Major Customer, Major ICP or Major Channel Partner, and to the “Specified Customers”). Except as set forth on Schedule 2.15(a), none Knowledge of the Specified Customers has provided written notice to the Company Group that it Company, no Major Supplier, Major Customer, Major ICP or Major Channel Partner intends to terminate terminate, materially limit, change any material terms of (including any announced or requested change in quantities or pricing) or materially reduce its business relations with the Company GroupCompany. Except as noted in Schedule 2.15(a)To the Company’s Knowledge, none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result consummation of the transactions contemplated by this Agreement. (b) Set forth Agreement is not reasonably likely to have a materially adverse effect on Schedule 2.15(b) are the business relationship of the Company Group’s twenty (20) largest vendorswith any Major Supplier, by dollar volumeMajor Customer, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periodsMajor ICP or Major Channel Partner. The Company Group is not engaged in any material dispute has provided to the Purchaser or its counsel correct and complete copies of all Contracts with any such vendorall Major Suppliers, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMajor Customers, Major ICPs and Major Channel Partners.

Customers and Suppliers. (a) Set Schedule 2.14(a) sets forth on Schedule 2.15(a) are a list of the Company Group’s twenty top 10 largest customers of the Business (20) largest customers, ranked by dollar volume, amount of revenue earned by the Business from such customers) showing the total dollar amount of revenue earned by the Business from each such customer for each of the following periods: (i) the fiscal calendar year ended December 31, 20192021 and the 3-month period ended March 31, and 2022 (ii) the period beginning on each, a “Key Customer”). No Key Customer has notified Seller in writing since January 1, 20202022, and ending on July 31, 2020, and set forth opposite that it will stop purchasing or significantly decrease the name volume of each such customer is purchases of Products/Services from the dollar amount of sales attributable Business from levels existing prior to such customer for such periodsnotification. The Company Group is not engaged in To Seller’s Knowledge, no Key Customer has given any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group indication that it intends to cease or significantly decrease the volume of purchases of Products/Services after the Closing or otherwise terminate or materially reduce its business relations relationship with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementBusiness. (b) Set Schedule 2.14(b) sets forth on Schedule 2.15(b) are a list of the Company Group’s twenty top 10 largest suppliers of the Business (20) largest vendors, ranked by dollar volume, amounts paid by the Business to such suppliers) showing the total dollar amount of purchases made by the Business from each such supplier for each of the following periods: (i) the fiscal calendar year ended December 31, 20192021 and the 3-month period ended March 31, and 2022 (ii) the period beginning on each, a “Key Supplier”). No Key Supplier has notified Seller in writing since January 1, 20202022, and ending on July 31that it will stop supplying or significantly decrease the volume of supply of materials, 2020, and set forth opposite products or services to the name of each such vendor is the dollar amount of purchases attributable Business from levels existing prior to such vendor for such periodsnotification. The Company Group is not engaged in To Seller’s Knowledge, no Key Supplier has given any material dispute with any such vendor, nor has such vendor notified the Company Group in writing indication that it intends to cease or significantly decrease the volume of supply of materials, products or services to the Business after the Closing or otherwise terminate or materially reduce its business relations relationship with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Set forth on Section 5.20(a)(i) of the Disclosure Schedule 2.15(a) are contains a list of the names of all customers of the Company Group’s and the Operating Company for the last five (5) years. Section 5.20(a)(ii) of the Disclosure Schedule contains a list of the names of the twenty (20) largest customers, most significant customers (by dollar volumeamount of sales) of the Company and the Operating Company, as a whole, for each of the following periods: (i) the fiscal year years ended December 31, 2019, 2014 and (ii) the period beginning on January 1, 2020, 2015 and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to for each such customer for during such periods. The Neither the Company Group is not engaged nor the Operating Company has received any written notice that any said customer has ceased or will cease, other than in any material dispute with any customer listed on Schedule 2.15(a) (collectivelythe Ordinary Course of Business, or, to the Knowledge of Seller, threatened to cease, to purchase products or services of the Company or the Operating Company or has substantially reduced or intends to substantially reduce, other than in the Ordinary Course of Business, or, to the Knowledge of Seller, threatened to substantially reduce, the “Specified Customers”). Except as set forth on Schedule 2.15(a)purchase of products or services from the Company or the Operating Company or changed or, none to the Knowledge of the Specified Customers has provided written notice Seller, threatened to change, its payment or pricing terms with respect to the Company Group that it intends to terminate or the Operating Company or otherwise materially reduce and adversely alter its business relations current agreements, programs or commitments with the Company Group. Except as noted in Schedule 2.15(a), none of or the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementOperating Company. (b) Set forth on Section 5.20(b) of the Disclosure Schedule 2.15(b) are contains a list of the Company Group’s names of the twenty (20) largest vendors, most significant suppliers (by dollar volumeamount of purchases) of the Company and the Operating Company, as a whole, for each of the following periods: (i) the fiscal year years ended December 31, 2019, 2014 and (ii) the period beginning on January 1, 2020, 2015 and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to from each such vendor for supplier during such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified Neither the Company Group nor the Operating Company has received any written notice that any said supplier has ceased or will cease, other than in writing that it the Ordinary Course of Business, or, to the Knowledge of Seller, threatened to cease, to sell materials to the Company or the Operating Company or has substantially reduced or intends to terminate substantially reduce, other than in the Ordinary course of Business, or, to the Knowledge of Seller, threatened to substantially reduce, the sale of materials to the Company or the Operating Company or raised or, to the Knowledge of Seller, threatened to raise, its prices to the Company or the Operating Company or otherwise materially reduce and adversely alter its business relations current agreements, programs or commitments with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementOperating Company.

Customers and Suppliers. Section 3.24 of the Disclosure Schedule lists the ten (a) Set forth on Schedule 2.15(a) are the Company Group’s twenty (2010) largest customerscustomers (based on net revenue received by the Company) (each, a “Material Customer”) and the ten (10) largest vendors (based on payments made by dollar volumethe Company) (each, a “Material Supplier”), in each case, for each of the following periods: (i) the fiscal year ended December 31, 20192021, and (ii) the nine-month period beginning on January 1ended September 30, 2020, and ending on July 31, 2020, and set forth opposite 2022. Opposite the name of each such customer Material Customer is the dollar amount approximate percentage of sales revenues attributable to such customer Material Customer for the year ended December 31, 2021, and the nine-month period ended September 30, 2022. Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 3.24 of the Disclosure Schedule, within the past one (1) year, no Material Customer listed or required to be listed on Section 3.24 of the Disclosure Schedule has notified the Company in writing, or to the Knowledge of the Company, orally, that it shall, or intends to stop, cancel, terminate, or materially decrease the rate of buying products or services from the Company or otherwise materially adversely modify any relationship of such periodsPerson with the Company or any of its Contracts or Government Contracts with the Company. Within the past one (1) year, no Material Supplier has notified the Company in writing, or, to the Knowledge of the Company, orally, that it shall, or intends to, cancel, terminate, or otherwise adversely modify any relationships of such Person or any of its Contracts or Government Contracts with the Company or materially decrease the rate of supplying materials, products or services to the Company. The relationships of the Company with such suppliers and customers are reasonably good commercial working relationships. No Material Customer or Material Supplier has notified the Company in writing(or to the Knowledge of the Company, orally) that it intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company. The Company Group is has not within the past year been engaged in any material dispute with any customer listed on Schedule 2.15(a) Material Customer or Material Supplier. No Material Customer or Material Supplier has notified the Company in writing (collectively, or to the “Specified Customers”). Except as set forth on Schedule 2.15(a), none Knowledge of the Specified Customers has provided written notice to Company, orally) that the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result consummation of the transactions contemplated by in this Agreement. (b) Set forth on Schedule 2.15(b) are Agreement and the other Transaction Documents, would, or is reasonably likely to, adversely or negatively affect the relationship of the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each with such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate Material Customer or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMaterial Supplier.

Customers and Suppliers. (a) Set Schedule 3.18(a) sets forth on Schedule 2.15(athe ten (10) are largest customers (as measured by dollar volume of sales) of the Company Group’s twenty and its Subsidiaries (20the “Top Customers”) largest customers, by dollar volume, for each both of the following periods: (i) the fiscal year years ended December 31, 20192023 and December 31, 2022, provided however, the Top Customers only include sales data for Pajarito Scientific Corporation and (ii) its Subsidiaries for the period beginning on January from April 1, 2020, and ending on July 2023 to December 31, 20202023. Since December 31, and set forth opposite 2022, the name Company has not received any written or, to the knowledge of each the Company, oral notice from any Top Customer to the effect that such customer is terminating its business relationship with the dollar amount Company and will stop purchasing products therefrom prior to the termination of sales attributable any existing agreement with such Top Customer. There are no pending disputes or controversies between the Company and any of the Top Customers and, to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a)knowledge of the Company, none of the Specified Top Customers (i) has provided written notice to the Company Group that it intends to terminate or is contemplating terminating or materially reduce diminishing its business relations or relationship with the Company Group. Except as noted in Schedule 2.15(a), none or (ii) has experienced any material work stoppage or other material adverse circumstances or conditions that is reasonably likely to jeopardize or materially adversely affect the future relationships of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreementsuch Person. (b) Set Schedule 3.18(b) sets forth on Schedule 2.15(bthe ten (10) are largest suppliers (as measured by dollar volume of purchases) of the Company Group’s twenty and its Subsidiaries (20) largest vendors, by dollar volumethe “Top Suppliers”), for each both of the following periods: (i) the fiscal year years ended December 31, 20192023 and December 31, 2022, provided however, the Top Suppliers only include purchase data for Pajarito Scientific Corporation and its Subsidiaries for the period from April 1, 2023 to December 31, 2023. Since December 31, 2022, the Company has not received any written or, to the knowledge of the Company, oral notice from any Top Supplier to the effect that such Top Supplier is terminating its business relationship with the Company and will stop providing products or services to the Company, prior to the termination of any existing agreement with such Top Supplier. There are no pending disputes or controversies between the Company and any of the Top Suppliers and, to the knowledge of the Company, none of the Top Suppliers (i) has or is contemplating terminating or materially diminishing its business or relationship with the Company or (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in has experienced any material dispute with any such vendor, nor has such vendor notified work stoppage or other material adverse circumstances or conditions that is reasonably likely to jeopardize or materially adversely affect the future relationships of the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementPerson.

Customers and Suppliers. (a) Set Section 4.24(a) of the Disclosure Schedule sets forth a list showing the Acquired Companies’ ten largest customers (excluding any Acquired Companies), on Schedule 2.15(a) are the Company Group’s twenty (20) largest customersan aggregated basis, by dollar volume, amounts of purchase made by such customer from the Business or the Acquired Companies for each of the following periods: (i) the fiscal year ended December 31, 2019, 2021 and (ii) the five month period beginning on January 1, 2020, and ending on July ended May 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) 2022 (collectively, the “Specified Material Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set Section 4.24(b) of the Disclosure Schedule sets forth a list showing the Acquired Companies’ ten largest suppliers (excluding any Acquired Companies), on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendorsan aggregated basis, by dollar volume, purchases made by the Business or the Acquired Companies for each of the following periods: (i) the fiscal year ended December 31, 2019, 2021 and (ii) the five month period beginning on January 1, 2020, and ending on July ended May 31, 20202022 (“Material Suppliers”). (c) Neither Seller nor any Acquired Company has received any written or, and set forth opposite to the name Companies’ Knowledge, oral notice from any Material Customer or Material Supplier that any of each such vendor is the dollar amount Material Customers or Material Suppliers has (i) terminated, failed to renew, materially modified, amended or reduced, or intends to terminate, fail to renew, materially modify, amend or reduce, its business relationship with the Business or the Acquired Companies, including by substantially reducing its purchases or use of purchases attributable the products or services of the Business or the Acquired Companies, or (ii) failed, or intends to such vendor for such periodsfail, to timely perform its material obligations under any contract with the Business or the Acquired Companies. The Company Group is not engaged in any There are no material dispute pending disputes with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate Material Customer or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMaterial Supplier.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.22(a) are of the Company Group’s twenty Disclosure Letter lists the ten (2010) largest customers, customers by dollar volume, revenue (excluding intercompany sales) (the “Key Customers”) of the Company Entities for each of the following periods: (i) the fiscal year ended December 31, 2019, 2020 and (ii) the period beginning on January 1, 2020, 2021 and ending on July 31, 2020the date of the Latest Balance Sheet, and set sets forth opposite the name of each such customer is Key Customer the dollar amount and percentage of sales consolidated revenue attributable to such customer for such periodsKey Customer. The Company Group is not engaged In the last twelve (12) months, no Key Customer has materially reduced or materially altered (in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice a manner adverse to the Company Group that it intends to terminate Entities) its relationship or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none terms of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result Entities, and none of the transactions contemplated by this AgreementCompany Entities has received written, or to the Knowledge of the Company verbal, notice from any Key Customer (i) of any intention to cancel or otherwise terminate of its relationship with the Company Entities, (ii) of any material and adverse change to the terms (whether related to payment, price, discounts or otherwise) with respect to, or materially decrease or increase the rate of, buying Company Products, or (iii) of any material claim, dispute or controversy with such Key Customer. (b) Set forth on Schedule 2.15(bSection 3.22(b) are of the Company Group’s twenty Disclosure Letter lists the ten (2010) largest vendors, licensors, service providers and other suppliers (measured by dollar volume, aggregate spend) (the “Key Suppliers”) of the Company Entities for each of the following periods: (i) the fiscal year ended December 31, 2019, 2020 and (ii) the period beginning on January 1, 2020, 2021 and ending on July 31, 2020, the date of the Latest Balance Sheet and set sets forth opposite the name of each such vendor is Key Supplier the dollar amount of purchases expenses attributable to (whether directly or through) such vendor for such periodsKey Supplier. The Company Group is not engaged In the last twelve (12) months, no Key Supplier has materially reduced or materially altered (in any material dispute with any such vendor, nor has such vendor notified a manner adverse to the Company Group in writing that it intends to terminate or materially reduce Entities) its business relations with relationship the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce terms of its business with the Company Group as a result Entities, and none of the transactions contemplated by this AgreementCompany Entities has received written, or to the Knowledge of the Company, verbal notice from any Key Supplier (i) of any intention to cancel or otherwise terminate its relationship with the Company Entities or (ii) of any intention to materially change the terms (whether related to payment, price, discounts or otherwise) with respect to, or materially decrease or increase the rate of, supplying materials, products or services to any Company Entity, or (iii) of any material claim, dispute or controversy with such Key Supplier.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 5.21(a) are of the Company Group’s twenty Disclosure Schedule sets forth the name of each customer (20each, a “Customer”) largest customers, by dollar volume, for each of the following periods: (i) Company during the fiscal year six month period ended June 30, 2024 and the years ended December 31, 2019, 2023 and (ii) the period beginning on January 1, 2020, and ending on July December 31, 20202022. No Customer has terminated or adversely modified the amount, and set forth opposite pricing, frequency or terms of the name business such Customer conducts with the Company. As of each such customer is the dollar amount of sales attributable to such customer for such periods. The Execution Date, the Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, Customer nor has the “Specified Customers”)Company received any written notice of any such dispute. Except as set forth on Schedule 2.15(a)would not, none of individually or in the Specified Customers aggregate, reasonably be expected to be material to Company, (x) no Customer has provided written notice ceased to the Company Group that it intends use its goods or services or to terminate otherwise terminate, materially and adversely modify or materially reduce its business relations relationship with the Company Group. Except as noted in Schedule 2.15(a), none of (and the Company Group’s business relations with has not received any written notice that any of its customers was awardedCustomers intends to do so) from the levels achieved during the three months ended March 31, in whole 2024, and (y) no Customer has communicated to the Company, orally or in partwriting, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group that it has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreementpassed such Customer’s audit. (b) Set forth on Schedule 2.15(bSection 5.21(b) are of the Company Group’s twenty (20) largest vendors, by dollar volume, for each Disclosure Schedule sets forth the name of the following periods: (i) each supplier of the fiscal year Company with $1,000,000 or more, in the aggregate on an annualized basis, paid by the Company to such supplier during the six month period ended June 30, 2024 and (ii) each supplier of the Company with $1,000,000 or more, in the aggregate, during the years ended December 31, 2019, 2023 and (ii) the period beginning on January 1, 2020, and ending on July December 31, 20202022 (the “Top Suppliers”). No Top Supplier has terminated or adversely modified the amount, and set forth opposite pricing, frequency or terms of the name business such Top Supplier conducts with the Company. As of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Execution Date, the Company Group is not engaged in any material dispute with any such vendor, Top Supplier nor has such vendor notified the Company Group received any written notice of any such dispute. Except as would not, individually or in writing that it intends the aggregate, reasonably be expected to terminate be material to the Company, (x) all Top Suppliers continue to be suppliers of the Company, and (y) no Top Supplier has ceased to supply goods or services to the Company or otherwise terminated, materially and adversely modified or materially reduce reduced its business relations relationship with the Company Group or (and the BusinessCompany has not received any written notice that any of its Top Suppliers intends to do so) from the levels achieved during the three months ended March 31, 2024. The Company Group has not been notified in writing experienced any shortages of supplies or other disruptions to its supply chains that any such vendor will terminate or reduce its business with have materially impacted the Company Group as a result of the transactions contemplated by this Agreementbusiness.

Customers and Suppliers. (a) Set Schedule 2.20(a) sets forth on Schedule 2.15(a) are the Company Group’s twenty (20) largest customersa true, by dollar volume, for correct and complete list of each of the following periods: ten largest customers of the Company (with customer being defined as the brand and not the ODM), based on the aggregate amount paid to the Company (i) during the fiscal year twelve-month period ended on December 31, 2019, 2017 and (ii) for the six-month period beginning on January 1ended June 30, 2020, and ending on July 31, 2020, and set forth opposite 2018 (the name of each such customer is the dollar amount of sales attributable to such customer for such periods“Major Customers”). The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Major Customers and, to the Company’s Knowledge, no Major Customer has provided written notice to the Company Group that it intends to terminate terminate, limit, materially change the terms of (including any announced or requested change in quantities or pricing) or materially reduce its business relations with the Company. As of the Agreement Date, the Company Group. Except as noted in Schedule 2.15(a), none has no particular reason to believe that the Transaction is reasonably likely to have an adverse effect on the business relationship of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementMajor Customer. (b) Set Schedule 2.20(b) sets forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendorsa true, by dollar volume, for correct and complete list of each of the following periods: ten largest suppliers of the Company based on the aggregate amount paid by the Company (i) during the fiscal year twelve-month period ended on December 31, 2019, 2017 and (ii) for the six-month period beginning on January 1ended June 30, 2020, and ending on July 31, 2020, and set forth opposite 2018 (the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods“Major Suppliers”). The Company Group is not engaged in any material dispute with any such vendorof the Major Suppliers and, nor to the Company’s Knowledge, no Major Supplier has such vendor notified the Company Group in writing provided written notice that it intends to terminate terminate, limit, materially change the terms of (including any announced or requested change in quantities or pricing) or materially reduce its business relations with the Company Group or Company. As of the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with Agreement Date, the Company Group as a result has no particular reason to believe that the consummation of the transactions contemplated by this AgreementTransaction is reasonably likely to have an adverse effect on the business relationship of the Company with any Major Supplier.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.22(a) are the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: (i) Disclosure Schedule sets forth a complete and correct list of all customers of Seller for the fiscal year years ended December 31, 2019, 2014 and (ii) the period beginning on January 1, 2020, and ending on July December 31, 20202015, in each case, that represented revenue of more than $100,000 or more during such annual period and set forth opposite the name amount of revenue from each such customer is the dollar amount of sales attributable to during such customer for such annual periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none Section 3.22(a) of the Specified Customers Disclosure Schedule, since December 31, 2014, no such customer and no Person listed on Section 3.22(a) of the Disclosure Schedule has provided written cancelled or otherwise terminated or threatened to cancel or terminate, or gave notice of cancellation or termination of its relationship with Seller, nor is there any material dispute therewith. To the Knowledge of Seller Parties, there is no reasonable basis to believe that (i) any Person listed in Section 3.22(a) of the Company Group that it Disclosure Schedule intends to cancel or terminate or materially reduce its business relations relationship with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with Seller for any of its customers was awarded, in whole or in part, because ofreason, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing (ii) that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreementin connection herewith will have an adverse impact on the relationship between Seller, on the one hand, and any Person listed in Section 3.22(a) of the Disclosure Schedule, on the other hand. Seller does not hold itself out as, and has never been, a small business, or a female, foreign nationality, disadvantaged or minority owned business, or otherwise participated in any similar set-aside or business program or arrangement. (b) Set forth on Schedule 2.15(bSection 3.22(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) Disclosure Schedule sets forth a complete and correct list of all suppliers of Seller for the fiscal year years ended December 31, 2019, 2014 and (ii) the period beginning on January 1, 2020, and ending on July December 31, 20202015, in each case, that represented expenditures of $100,000 or more during such annual period and the amount of purchase from each such supplier during such annual period. Except as set forth opposite on Section 3.22(b) of the name of each Disclosure Schedule, since December 31, 2014, no such vendor supplier has cancelled or otherwise terminated, reduced, or threatened to cancel or terminate or reduce, its relationship with Seller, nor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in there any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreementtherewith.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 4.22(a) of the Company Disclosure Schedule, are the 10 largest customers of the Company Group’s twenty (20) largest customers“Top Customers”), by dollar volume, for each of during the following periods: periods beginning (i) the fiscal year ended January 1, 2023 and ending on December 31, 20192023 (the “2023 Top Customers”), and (ii) the period beginning on January 1, 2020, 2024 and ending on July 31June 30, 20202024 (the “2024 Top Customers”), and set forth opposite the name of each such customer Top Customer is the dollar amount of sales revenue attributable to such customer Top Customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively2024 Top Customer, the “Specified Customers”). Except except as set forth on Schedule 2.15(a), none Section 4.22(a)(iii) of the Specified Customers Company Disclosure Schedule, no 2024 Top Customer has provided written notice to notified the Company Group that it intends to terminate terminate, suspend or materially reduce its business relations with the Company, and to the Knowledge of the Company or Newtek, as of the Execution Date there is no reason why any 2024 Top Customer would terminate, suspend, or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of after the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementClosing. (b) Set forth on Section 4.22(b) of the Company Disclosure Schedule 2.15(b) are the 10 largest suppliers and vendors of the Company Group’s twenty (20) largest vendors“Top Vendors”), by dollar volume, for each of during the following periods: periods beginning (i) the fiscal year ended January 1, 2023 and ending on December 31, 20192023 (the “2023 Top Vendors”), and (ii) the period beginning on January 1, 2020, 2024 and ending on July 31June 30, 20202024 (the “2024 Top Vendors”), and set forth opposite the name of each such vendor Top Vendor is the dollar amount of purchases costs attributable to such vendor Top Vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor2024 Top Vendor, nor except as set forth on Section 4.22(b)(iii) of the Company Disclosure Schedule, no 2024 Top Vendor has such vendor notified the Company Group in writing that it intends to terminate terminate, suspend or materially reduce its business relations with the Company, and to the Knowledge of the Company or Newtek, as of the Execution Date there is no reason why any such 2024 Top Vendor would terminate, suspend or materially reduce its business relations with the Company Group or after the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with Closing. (c) No material warranty claim is currently pending against the Company Group as a result (excluding customer claims for normal rework in the ordinary course of the transactions contemplated by this Agreementbusiness consistent with past experience in scope and amount).

Customers and Suppliers. (a) Set Schedule 4.19(a) sets forth on Schedule 2.15(a) are a list of the Company Group’s twenty (20) largest customers, suppliers and vendors by dollar volume, for each value of the following periods: purchases from (i) the US Company and its Subsidiaries for the year ended December 31, 2016 and the nine month period ended September 30, 2017 and (ii) the Indian Company and its Subsidiaries for the fiscal year ended March 31, 2017 and the nine month period ended December 31, 2017 (each, a “Supplier”). Since December 31, 2016 or March 31, 2017, as the case may be, no Supplier has terminated or materially reduced its business relationships with the Company or any of its Subsidiaries, and there has been no written (or to the Company’s knowledge, oral) communication from any Supplier which would lead the Company to reasonably believe that such Supplier is planning to terminate or materially reduce its business relationships with the Company or any of its Subsidiaries. Except as disclosed in Schedule 4.19(a), in the three (3) years prior to the Closing Date, there has not been any material adverse change in relations with such 20 Suppliers. (b) Schedule 4.19(a) sets forth a list of the twenty (20) customers by revenue of (i) the US Company and its Subsidiaries for the fiscal year ended December 31, 20192016 and the nine month period ended September 30, 2017 and (ii) the period beginning on January 1, 2020, Indian Company and ending on July its Subsidiaries for the fiscal year ended March 31, 20202017 and the nine month period ended December 31, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) 2017 (collectivelyeach, the a “Specified CustomersCustomer”). Except Since December 31, 2016 or March 31, 2017, as set forth on Schedule 2.15(a)the case may be, none no Customer has terminated or materially reduced its business relationships with the Company or any of the Specified Customers its Subsidiaries, and there has provided been no written notice or, to the Company’s knowledge, oral communication from any Customer which would lead the Company Group to reasonably believe that it intends such Customer is planning to terminate or materially reduce its business relations relationships with the Company Groupor any of its Subsidiaries. Except as noted disclosed in Schedule 2.15(a4.19(b), none of in the Company Group’s business relations with any of its customers was awardedthree (3) years prior to the Closing Date, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group there has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group adverse change in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement20 Customers.

Customers and Suppliers. (a) Set forth on Schedule 2.15(a4.21(a) are the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: Disclosure Schedules sets forth a true and complete list of (i) the names of all clients, purchasers and/or licensees (each, a “Major Customer”) of the Company with revenue for each such client, purchaser and/or licensee of $50,000 or more during the fiscal year ended December 31, 20192017 or the period beginning January 1, 2018 and ending on June 30, 2018, (ii) the period beginning on January 1, 2020whether such Major Customer is a platform customer or a content licensing customer, and ending on July 31a reference to the Contract between the Company and such Major Customer, 2020, and set forth opposite (iii) the name amount of revenue each such customer is Major Customer paid during each such period and (iv) the dollar amount percentage of the consolidated total sales attributable of the Company represented by sales to each such customer for Major Customer during each such periodsperiod. The Company Group is has not engaged in received any material dispute with written notice, nor does the Company have any customer listed on Schedule 2.15(areason to believe, that any Major Customer (A) (collectivelyhas ceased, the “Specified Customers”). Except as set forth on Schedule 2.15(a)or will cease or substantially reduce, none use of products or services of the Specified Customers Company or (B) has provided written notice sought, or is seeking, to the Company Group that it intends to terminate or materially reduce amend its business relations Contract with the Company Group. Except as noted in Schedule 2.15(a), none to reduce the price it will pay for the products or services of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompany. (b) Set forth on Schedule 2.15(b4.21(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: Disclosure Schedules sets forth a true and complete list of (i) all suppliers, service providers and content licensors (each, a “Major Supplier”) of the Company from which the Company ordered products or services or licensed content with an aggregate purchase price for each such supplier, service provider or content licensor of $50,000 or more during for the fiscal year ended December 31, 20192017 or the period beginning January 1, 2018 and ending on June 30 2018, (ii) the period beginning on January 1general nature of the products, 2020services or licensed content provided by each Major Supplier to the Company, and ending on July 31, 2020, a reference to the Contract between the Company and set forth opposite such Major Supplier and (iii) the name of amount for which each such vendor is Major Supplier invoiced the dollar amount of purchases attributable to Company during such vendor for such periodsperiod. The Company Group is has not engaged in received any material dispute with any such vendorwritten notice, nor has such vendor notified does the Company Group in writing that it intends have any reason to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing believe, that any such vendor Major Supplier (A) has ceased, or will terminate or reduce its cease doing business with the Company Group Company, or (B) will not sell supplies or services or license content to the Surviving Corporation at any time after the Closing Date on terms and conditions substantially the same as a result of those used in its current sales to the transactions contemplated by this AgreementCompany, subject to general and customary price increases.

Customers and Suppliers. (a) Set Schedule 2.23(a) of the Disclosure Letter sets forth on Schedule 2.15(aan accurate and complete list of the ten (10) are largest customers of the Company Group’s twenty (20determined on the basis of the total dollar amount of net revenues) largest customers, by dollar volume, for during each of the following periods: twelve (i12) the fiscal year month periods ended December 31, 2019, 2021 and (ii) the period beginning on January 1, 2020, and ending on July December 31, 20202022 (annualized based on year-to-date results) (each, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periodsa “Significant Customer”). The Company Group is does not engaged in have any outstanding material dispute disputes with any Significant Customer. The Company has not received any written notice or other communication from any Significant Customer that such customer listed on Schedule 2.15(a) (collectivelyhas changed, the “Specified Customers”). Except modified, amended or reduced, or intends to change, modify, amend or reduce, its relationship as set forth on Schedule 2.15(a), none a customer of the Specified Customers has provided written notice Company in a manner that is, or is reasonably likely to be adverse to the Company Group Company, whether after the Closing or otherwise, or that it such Significant Customer has changed, modified, amended or terminated, or intends to terminate change, modify, amend or materially reduce its business relations terminate, existing Contracts with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because ofa manner that is, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with reasonably likely to be adverse to the Company Group as a result of the transactions contemplated by this AgreementCompany. (b) Set Schedule 2.23(b) of the Disclosure Letter sets forth an accurate and complete list of suppliers, vendors and service providers on Schedule 2.15(b) are which the Company Group’s twenty (20or its Affiliate on its behalf) largest vendorsspent during the twelve-month trailing period ended June 30, by dollar volume2023, for each of the following periods: Fifty Thousand Dollars (i$50,000) the fiscal year ended December 31or more (each, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periodsa “Significant Supplier”). The Company Group is does not engaged in have any outstanding material dispute disputes with any Significant Supplier. The Company has not received any written notice or other communication from any Significant Supplier that such vendorsupplier, nor vendor or service provider has such changed, modified, amended or reduced, or intends to change, modify, amend or reduce, its relationship as a supplier, vendor notified or service provider of the Company Group in writing a manner that it is, or is reasonably likely to be adverse to the Company, whether after the Closing or otherwise, or that such Significant Supplier has changed, modified, amended or terminated, or intends to terminate change, modify, amend or materially reduce its business relations terminate, existing Contracts with the Company Group in a manner that is, or is reasonably likely to be adverse to the BusinessCompany. The Company Group has does not been notified in writing that have any such supplier, vendor will terminate or reduce its business with service provider Contracts under Fifty Thousand Dollars ($50,000) which is material to the Company Group as a result of the transactions contemplated by this AgreementBusiness.

Customers and Suppliers. (a) Set forth on Schedule 2.15(a) are The Company does not have any outstanding disputes concerning its products and/or services provided to any customer or distributor of the Company Group’s twenty who, in the twelve (2012) largest customers, by dollar volume, for each of the following periods: (i) the fiscal year months ended December 31, 20192016, and was one of the twenty five (ii25) largest sources of revenues for the period beginning Company based on January 1amounts paid or payable (each, 2020, and ending a “Significant Customer”). Each Significant Customer is listed on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periodsSchedule 3.25(a). The Company Group is has not engaged in received any material dispute with written notice, nor does that Company have any Knowledge, that any Significant Customer shall not continue, or materially reduce its level of business, as a customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none or distributor of the Specified Customers has provided written notice to Company (or the Company Group Surviving Corporation or Parent) after the Closing or that it such customer or distributor intends to terminate or materially reduce its business relations and adversely modify existing Contracts with the Company Group. Except as noted in Schedule 2.15(a(or the Surviving Corporation or Parent), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are The Company does not have any outstanding disputes concerning products and/or services provided by any supplier of the Company Group’s twenty who, in the twelve (2012) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year months ended December 31, 20192016, was one of the twenty five (25) largest suppliers of products and/or services to the Company based on amounts paid or payable, or are suppliers of products and/or services on which the Company is dependent for the conduct of its business as presently conducted and which cannot be readily replaced without disruption to its business or material additional cost (ii) each, a “Significant Supplier”). Each Significant Supplier is listed on Schedule 3.25(b). As of the period beginning on January 1date hereof, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is has not engaged in received any material dispute with any such vendornotice, nor has such vendor notified does that Company have any Knowledge, that any Significant Supplier shall not continue as a supplier to the Company Group in writing (or the Surviving Corporation or Parent) after the Closing or that it such supplier intends to terminate or materially reduce its business relations and adversely modify existing Contracts with the Company Group (or the Business. Surviving Corporation or Parent). (c) To the Knowledge of the Company, the user and subscriber information provided in Schedule 3.25(c) is true and correct in all material respects as of December 31, 2016, subject to the qualifications, limitations and disclosures set forth therein. (d) The Company Group has not been notified in writing that loss of any such vendor will terminate single customer or reduce its business with distributor of or supplier to the Company Group as would not have a result of the transactions contemplated by this AgreementMaterial Adverse Effect.

Customers and Suppliers. (a) Set forth on Schedule 2.15(a3.23(a) are contains a true, correct and complete list of the Company Group’s twenty (20) largest customers, by dollar volumeresellers or distributors, for each calculated on the basis of combined revenue (the “Key Customers”), of the following periods: Group Companies for (i) the fiscal year ended December 31, 2019, 2020 and (ii) the period beginning on from January 1, 20202021 to the Latest Balance Sheet Date, and ending on July 31, 2020, and set sets forth opposite the name of each such customer is Key Customer the dollar amount and percentage of sales combined revenue of the Group Companies attributable to such customer for Key Customer during such periods. The Company Group is not engaged In the last twelve (12) months, (A) no Key Customer has materially reduced or materially altered (in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice a manner adverse to the Company Group that it intends to terminate Companies) its relationship or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none terms of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result Companies, (B) none of the transactions contemplated by this AgreementGroup Companies has received written, or to the Knowledge of the Group Companies, oral notice from any Key Customer of any termination, material reduction or material alteration (in a manner adverse to the Group Companies) in such Key Customer’s relationship with the Group Companies or that such Key Customer intends to, or has any Knowledge that any Key Customer will, terminate, materially reduce or materially alter (in a manner adverse to the Group Companies) its relationship with any Group Company and (C) since December 31, 2020, no Group Company is or has been involved in any material claim, dispute or controversy with any Key Customer. (b) Set forth on Schedule 2.15(b3.23(b) are contains a true, correct and complete list of the Company Group’s twenty (20) largest vendors, by dollar volumelicensors, for each service providers and other suppliers (the “Key Suppliers”) of the following periods: Group Companies (measured by aggregate spend) for (i) the fiscal year ended December 31, 2019, 2020 and (ii) the period beginning on from January 1, 20202021 to the Latest Balance Sheet Date, and ending on July 31, 2020, and set sets forth opposite the name of each such vendor is Key Supplier the dollar amount of purchases expenses attributable to (whether directly or through) such vendor for supplier during such periods. The Company Group is not engaged in any material dispute with any such vendorIn the last twelve (12) months, nor (A) no Key Supplier has such vendor notified the Company Group in writing that it intends to terminate materially reduced or materially reduce altered (in each case, in a manner adverse to the Group Companies) its business relations with the Company Group relationship or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce terms of its business with the Company Group as a result Companies, (B) none of the transactions contemplated by this AgreementGroup Companies has received written, or to the Knowledge of the Group Companies, oral notice from any Key Supplier of any termination or material reduction or material alteration (in each case, in a manner adverse to the Group Companies) in such Key Supplier’s relationship with the Group Companies or that such Key Supplier intends to, or has any Knowledge that any Key Supplier will, terminate, materially reduce or materially alter (in each case, in a manner adverse to the Group Companies) its relationship with any Group Company and (C) since December 31, 2020, no Group Company is or has been involved in any material claim, dispute or controversy with any Key Supplier.

Customers and Suppliers. (a) Set forth on Schedule 2.15(aSection 3.23(a) are of the Company Group’s twenty Disclosure Schedule sets forth a true and complete list of the ten (2010) largest customerscustomers of the Company, determined on a consolidated basis by dollar volumevolume of sales, for each of the following periods: (i) the fiscal year ended December 31, 20192021 and the three (3)-month period ended on the Balance Sheet Date (collectively, the “Top Customers”) and the applicable dollar amounts with respect to each Top Customer. Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) the Company has no Knowledge of any termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in, or material dissatisfaction with, the business relationship between the applicable Group Company and any of the Top Customers, and (ii) the period beginning on January 1Company has no Knowledge that any Top Customer intends to, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none a result of the Specified Customers has provided written notice Contemplated Transactions, cease to the Company Group that it intends to terminate or materially reduce its business relations contract with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole Group Companies or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or substantially reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompanies. (b) Set forth on Schedule 2.15(b) are Section 3.23(b)of the Company Group’s twenty Disclosure Schedule sets forth a true and complete list of the ten (2010) largest vendorssuppliers of the Company, determined on a consolidated basis by dollar volumevolume of expenditures, for each of the following periods: (i) the fiscal year ended December 31, 20192021, and the three (ii3)-month period ended on the Balance Sheet Date (collectively, the “Top Suppliers”) and the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of applicable dollar amounts with respect to each such vendor is the dollar amount of purchases attributable to such vendor for such periodsTop Supplier. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing no Knowledge that any such vendor will terminate Top Supplier intends to, as a result of the Contemplated Transactions, cease to contract with or supply to the Group Companies or substantially reduce its business with the Company Group as a result of the transactions contemplated by this AgreementCompanies.