Common use of Customers, Suppliers and Distributors Clause in Contracts

Customers, Suppliers and Distributors. a. Section 3.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest customers (measured by dollar volume of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Customers”). b. Section 3.15(b) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest suppliers (measured by dollar volume of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practices, or materially alter any purchases from or sales to the Business. Except as set forth in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Business. There is no pending or, to the Knowledge of the Seller, threatened material dispute or controversy with any Key Supplier, Key Customer or Key Distributor.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a5.16(a) of the Seller Disclosure Schedule sets forth a true and complete list of the ten (10) largest customers (measured by dollar volume of sales“Material Customers”) of the Business Group Companies, as measured by the dollar amount of revenues recognized by the Company, during the twelve (12-) month period ended December 31, 2019 and the five (5) month period ended May 31, 2020, showing the “Key Customers”)amount of revenues recognized by the Group Companies from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. None of the Material Customers have been in arrears to the Company more than ninety (90) days in the twelve (12) month period prior to the date of this Agreement. b. (b) Section 3.15(b5.16(b) of the Seller Disclosure Schedule sets forth a true and complete list of all Contracts with Material Customers which are the subject of an ongoing competitive bidding process, or for which the Company has been notified or informed in writing or, to the Knowledge of the Company, orally, that it will be the subject of a competitive bidding process within twelve (12) months after the date of this Agreement. (c) Section 5.16(c) of the Disclosure Schedule sets forth a list of the ten (10) largest suppliers (“Material Suppliers”) of the Group Companies, as measured by the dollar volume of sales) of the Business purchases from such suppliers, during the twelve (12-) month period ended December 31, 2019 and the five (the “Key Suppliers”). c. Section 3.15(c5) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December May 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practices, or materially alter any purchases from or sales to the Business. Except as set forth in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration showing the amount of Contracts in payments made by the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling Group Companies to the Business from the levels achieved each such supplier during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Businesseach such period. There is no pending or, to To the Knowledge of the SellerCompany, threatened there are no bankruptcies filed by, on behalf of, or against any Material Supplier. There are no suppliers of products or services to the Company that are material to the Group Companies’ business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace. (d) No Group Company has received notice from any Material Customer or Material Supplier that such Material Customer or Material Supplier, and to the Company’s Knowledge, no Material Customer or Material Supplier, will, intends to, or is considering terminating, cancelling, discontinuing, reducing, changing the terms (whether related to payment, price, quantity of business or otherwise) of, or otherwise adversely modifying, in each case in any material respect, its business with the Group Companies, whether as a result of any of the transaction described in this Agreement or otherwise (and the Company does not have any reasonable basis to believe that any reasons exist or as a result of the transactions contemplated by this Agreement or any potential change in management or ownership of the Company would exist for any Material Customer or Material Supplier to take any such action). No Group Company is, or has during the past twelve (12) months been, involved in any material claim, dispute or controversy with any Key Supplier, Key Material Customer or Key Distributorany Material Supplier.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a4.14(a) of the Seller Disclosure Schedule sets forth a true and complete list of the ten twenty five (25) largest customers (measured by dollar volume of sales“Material Customers”) of the Business Company, as measured by the dollar amount of revenues recognized by the Company, during the twelve (12-) month period ended December 31, 2019 2021, the twelve (the “Key Customers”). b. Section 3.15(b12) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest suppliers (measured by dollar volume of sales) of the Business during the 12-month period ended December 31, 2019 2022 and the six (6) period ended June 30, 2023, showing the “Key Suppliers”)amount of revenues recognized by the Company from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. None of the Material Customers have been in arrears to the Company more than ninety (90) days in the twelve (12) month period prior to the date of this Agreement. c. (b) Section 3.15(c4.14(b) of the Seller Disclosure Schedule sets forth a true and complete list of all Contracts with Material Customers which are the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms subject of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practicesan ongoing competitive bidding process, or materially alter any purchases from for which the Company has been notified or sales to the Business. Except as set forth informed in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Business. There is no pending writing or, to the Knowledge of the SellerCompany, threatened orally, that it will be the subject of a competitive bidding process within twelve (12) months after the date of this Agreement. (c) Section 4.14(c) of the Disclosure Schedule sets forth a list of the ten (10) largest suppliers (“Material Suppliers”) of the Company, as measured by the dollar volume of purchases from such suppliers, during the twelve (12) month period ended December 31, 2021, the twelve (12) month period ended December 31, 2022 and the six (6) month period ended June 30, 2023 showing the amount of payments made by the Company to each such supplier during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Supplier. There are no suppliers of products or services to the Company that are material to the Business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace. (d) The Company has not received notice from any Material Customer or Material Supplier that such Material Customer or Material Supplier, and to the Company’s Knowledge, no Material Customer or Material Supplier, will, intends to, or is considering terminating, cancelling, discontinuing, reducing, changing the terms (whether related to payment, price, quantity of business or otherwise) of, or otherwise adversely modifying, in each case in any material respect, its business with the Company, whether as a result of any of the transaction described in this Agreement or otherwise (and the Company does not have any reasonable basis to believe that any reasons exist or as a result of the transactions contemplated by this Agreement or any potential change in management or ownership of the Company would exist for any Material Customer or Material Supplier to take any such action). The Company is not currently, nor has it during the past twelve (12) months been, been involved in any material claim, dispute or controversy with any Key Supplier, Key Material Customer or Key Distributorany Material Supplier.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a4.20(a) of the Seller Company Disclosure Schedule Schedules sets forth a true correct and complete list list, as of the ten largest date of this Agreement, of the top fifteen (15) (determined by revenue) third-party customers that are not resellers and distributors (measured by dollar volume of salessuch resellers and distributors being addressed in Section 4.20(c)) of the Business Company and the Company Subsidiaries, taken as a whole, over the period between September 1, 2014 and August 31, 2015 for each of the Discovery, Tools and Archive business segments (“Major Customers”) and the amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period. To the Company’s Knowledge, during the twelve (12-) month period ended December 31prior to the date of this Agreement, 2019 neither the Company nor any of its Affiliates (including the “Key Customers”). b. Section 3.15(bCompany Subsidiaries) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest suppliers (measured by dollar volume of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller received any written notice from any Major Customer indicating that it intends to cease cancel, terminate or materially decrease purchasing from or selling to the Business, materially otherwise adversely modify the terms on which it sells to or purchases from the Business (including in any material changes in pricing respect its relationship with the Company or termsany of the Company Subsidiaries. (b) as compared to past practices, or materially alter any purchases from or sales to the Business. Except as set forth in Section 3.15(d)(ii4.20(b) of the Seller Company Disclosure ScheduleSchedules sets forth a correct and complete list, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12date of this Agreement, of the top fifteen (15) third-month party suppliers and service providers (by revenue) of the Company and the Company Subsidiaries, taken as a whole, over the period ended December between September 1, 2014 and August 31, 2019 or 2015 (C“Major Suppliers”) materially altered any purchases from or sales and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period. To the Company’s Knowledge, during the twelve (12) months prior to the Business. There is no pending ordate of this Agreement, neither the Company nor any of its Affiliates (including the Company and the Company Subsidiaries) has received any written notice from any Major Supplier indicating that it intends to cancel, terminate or otherwise adversely modify in any material respect its relationship with the Company and the Company Subsidiaries. (c) Section 4.20(c) of the Company Disclosure Schedules sets forth a correct and complete list, as of the date of this Agreement, of the top fifteen (15) third-party resellers and distributors (by revenue) of the Company and the Company Subsidiaries, taken as a whole, for over the period between September 1, 2014 and August 31, 2015 for each of the Discovery, Tools and Archive business segments (“Major Distributors”) and the amount of consideration paid to the Knowledge Company and the Company Subsidiaries by each Major Distributor during such period. To the Company’s Knowledge, during the twelve (12) months prior to the date of this Agreement, neither the SellerCompany nor any of its Affiliates (including the Company and the Company Subsidiaries) has received any written notice from any Major Distributor indicating that it intends to cancel, threatened terminate or otherwise adversely modify in any material dispute or controversy respect its relationship with any Key Supplier, Key Customer or Key Distributorthe Company and the Company Subsidiaries.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a5.14(a) of the Seller Disclosure Schedule sets forth a true and complete list of the ten twenty five (25) largest customers (measured by dollar volume of sales“Material Customers”) of the Business Company, as measured by the dollar amount of revenues recognized by the Company, during the twelve (12-) month period ended December 31, 2019 2020 and the eleven (11) month period ended November 30, 2021, showing the “Key Customers”)amount of revenues recognized by the Company from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. None of the Material Customers have been in arrears to the Company more than ninety (90) days in the twelve (12) month period prior to the date of this Agreement. b. (b) Section 3.15(b5.14(b) of the Seller Disclosure Schedule sets forth a true and complete list of all Contracts with Material Customers which are the ten largest suppliers (measured by dollar volume subject of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practicesan ongoing competitive bidding process, or materially alter any purchases from for which the Company has been notified or sales to the Business. Except as set forth informed in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Business. There is no pending writing or, to the Knowledge of the SellerCompany, threatened orally, that it will be the subject of a competitive bidding process within twelve (12) months after the date of this Agreement. (c) Section 5.14(c) of the Disclosure Schedule sets forth a list of the ten (10) largest suppliers (“Material Suppliers”) of the Company, as measured by the dollar volume of purchases from such suppliers, during the twelve (12) month period ended December 31, 2020 and the eleven (11) month period ended November 30, 2021, showing the amount of payments made by the Company to each such supplier during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Supplier. There are no suppliers of products or services to the Company that are material to the Business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace. (d) The Company has not received notice from any Material Customer or Material Supplier that such Material Customer or Material Supplier, and to the Company’s Knowledge, no Material Customer or Material Supplier, will, intends to, or is considering terminating, cancelling, discontinuing, reducing, changing the terms (whether related to payment, price, quantity of business or otherwise) of, or otherwise adversely modifying, in each case in any material respect, its business with the Company, whether as a result of any of the transaction described in this Agreement or otherwise (and the Company does not have any reasonable basis to believe that any reasons exist or as a result of the transactions contemplated by this Agreement or any potential change in management or ownership of the Company would exist for any Material Customer or Material Supplier to take any such action). The Company is not currently, nor has it during the past twelve (12) months been, been involved in any material claim, dispute or controversy with any Key Supplier, Key Material Customer or Key Distributorany Material Supplier.

Customers, Suppliers and Distributors. a. Section 3.15(a(a) ‎Section 3.21(a) of the Seller Disclosure Schedule sets forth a true and complete list of the top ten largest (10) customers (of the Company, as measured by dollar volume of sales) of the Business aggregate payments received from such customers during the twelve (12-) month period ended December 31, 2019 2023 (the each a “Key CustomersMaterial Customer”). b. Section 3.15(b) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest suppliers (measured by dollar volume of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. . Except as set forth in Section 3.15(d)(ion ‎Section 3.21(a) of the Seller Disclosure Schedule, since January 1, 20182023, none the Company has not received written notice that any of its Material Customers have ceased, or intend to cease, to purchase goods and services from the Key CustomersCompany, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells of its Contracts with the Company, or to or purchases from otherwise terminate its relationship with the Business (including Company, and during the Lookback Period, the Company has not had any material changes in pricing or termsdispute with any Material Customer. (b) ‎Section 3.21(b) of the Disclosure Schedule sets forth a list of the top ten (10) suppliers of the Company, as compared measured by aggregate payments made to past practicessuch suppliers during the twelve (12) month period ended December 31, or materially alter any purchases from or sales to the Business2023 (each a “Material Supplier”). Except as set forth in Section 3.15(d)(ii‎Section 3.21(b) of the Seller Disclosure Schedule, since January 1, 20202023, except in connection with normal expiration the Company has not received written notice that any of Contracts in the ordinary course of businessits Material Suppliers have ceased, no Key Supplieror intend to cease, Key Customer to sell or Key Distributor has (A) ceased or decreased materially its purchasing from or selling provide goods and services to the Business from Company, modify the levels achieved terms of its Contracts with the Company, or to otherwise terminate its relationship with the Company, and during the Lookback Period, the Company has not had any material dispute with any Material Supplier. (c) ‎Section 3.21(c) of the Disclosure Schedule sets forth a list of the top ten (10) distributors of the Company, as measured by aggregate payments received from such distributors during the twelve (12-) month period ended December 31, 20192023 (each a “Material Distributor”). Except as set forth in ‎Section 3.21(c) of the Disclosure Schedule, (B) made since January 1, 2023, the Company has not received written notice that any material adverse change in the terms and conditions on which it was doing of its Material Distributors have ceased, or intend to cease, to do business with the Seller Company, modify the terms of its Contracts with the Company, or to otherwise terminate its relationship with the Company, and its Subsidiaries with respect to during the Business as of Lookback Period, the 12-month period ended December 31, 2019 or (C) materially altered Company has not had any purchases from or sales to the Business. There is no pending or, to the Knowledge of the Seller, threatened material dispute or controversy with any Key Supplier, Key Customer or Key Material Distributor.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a5.16(a) of the Seller Disclosure Schedule Letter sets forth a true and complete list of the ten (10) largest customers (measured by dollar volume of sales“Material Customers”) of the Business Company, as measured by the dollar amount of revenues recognized by the Company, during the twelve (12-) month period ended December 31, 2019 2020 and the three (3) month period ended June 30, 2021, showing the “Key Customers”)amount of revenues recognized by the Company from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. None of the Material Customers have been in arrears to the Company more than ninety (90) days in the twelve (12) month period prior to the date of this Agreement. b. (b) Section 3.15(b5.16(b) of the Seller Disclosure Schedule Letter sets forth a true and complete list of all Contracts with Material Customers which are the ten largest suppliers (measured by dollar volume subject of sales) of the Business during the 12-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i) of the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practicesan ongoing competitive bidding process, or materially alter any purchases from for which the Company has been notified or sales to the Business. Except as set forth informed in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased or decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Business. There is no pending writing or, to the Knowledge of the SellerCompany, threatened orally, that it will be the subject of a competitive bidding process within twelve (12) months after the date of this Agreement. (c) Section 5.16(c) of the Disclosure Letter sets forth a list of the ten (10) largest suppliers (“Material Suppliers”) of the Company, as measured by the dollar volume of purchases from such suppliers, during the twelve (12) month period ended December 31, 2020 and the three (3) month period ended June 30, 2021, showing the amount of payments made by the Company to each such supplier during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Supplier. There are no suppliers of products or services to the Company that are material to the Company’s business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace. (d) The Company has not received notice from any Material Customer or Material Supplier that such Material Customer or Material Supplier, and to the Company’s Knowledge, no Material Customer or Material Supplier, will, intends to, or is considering terminating, cancelling, discontinuing, reducing, changing the terms (whether related to payment, price, quantity of business or otherwise) of, or otherwise adversely modifying, in each case in any material respect, its business with the Company, whether as a result of any of the transaction described in this Agreement or otherwise (and the Company does not have any reasonable basis to believe that any reasons exist or as a result of the transactions contemplated by this Agreement or any potential change in management or ownership of the Company would exist for any Material Customer or Material Supplier to take any such action). The Company is not, and has not during the past twelve (12) months been, involved in any material claim, dispute or controversy with any Key Supplier, Key Material Customer or Key Distributorany Material Supplier.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a4.21(a) of the Seller Fermat Disclosure Schedule sets forth a true complete and complete accurate list of the top ten largest (10) direct (i.e., non-distributor) customers (measured by dollar volume of sales) H&N Business in each of North America, South America, Asia and Europe/Middle East/Africa based on sales revenue for the Business during the 12twelve-month period ended December 31, 2019 2016 (collectively, the “Key H&N Material Customers”), together with the amount received during such period. Other than Contracts with H&N Material Customers that may expire in the ordinary course of business or may be terminated by such H&N Material Customer without cause on less than ninety-one (91) days’ prior notice without material penalties imposed on the terminating Person in accordance with its terms, all H&N Material Customers continue to be customers of the H&N Business. No H&N Material Customer has 1414958.12A-NYCSR03A - MSW materially reduced or disclosed to Fermat an intention to materially reduce its business with the H&N Business below the levels achieved during such period, and, to the Knowledge of Fermat, there is no reason to believe that any such material reduction is likely to occur. As of the date of this Agreement, no H&N Material Customer has terminated its relationship with the H&N Business or threatened in writing to do so. Fermat is not involved in any claim, dispute or controversy with (i) any H&N Material Customer or (ii) any of its other direct customers of the H&N Business that could be material to the H&N Business. b. (b) Section 3.15(b4.21(b) of the Seller Fermat Disclosure Schedule sets forth a true complete and accurate list of (i) all of the top twenty (20) suppliers of the H&N Business based on the amount expended to purchase goods or services during the year ended December 31, 2016 and (ii) all suppliers of any raw material or chemical intermediate which are the sole source for the H&N Business and (A) material to the H&N Business or (B) have an annual purchase amount greater than $2,000,000 during the year ended December 31, 2016 (collectively, the “H&N Material Suppliers”), together with the amount paid during such period. Other than Contracts with H&N Material Suppliers that may expire in the ordinary course of business or may be terminated by such H&N Material Supplier without cause on less than ninety-one (91) days’ prior notice without material penalties imposed on the terminating Person in accordance with its terms, all H&N Material Suppliers continue to be suppliers of the H&N Business. No H&N Material Supplier has materially reduced or disclosed to Fermat an intention to materially reduce its business with the H&N Business from the levels achieved during such period, and, to the Knowledge of Fermat, there is no reason to believe that any such material reduction is likely to occur. As of the date of this Agreement, no H&N Material Supplier has terminated its relationship with the H&N Business or threatened in writing to do so. Fermat is not involved in any claim, dispute or controversy with (i) any H&N Material Supplier or (ii) any of its other suppliers of the H&N Business that could be material to the H&N Business. To the Knowledge of Fermat, no H&N Material Supplier has given any indication that it will not be willing or able to continue supplying such goods or services to the H&N Business (or to Descartes following the Closing) in the future. (c) Section 4.21(c) of the Fermat Disclosure Schedule sets forth a complete and accurate list of the top ten largest suppliers (measured by dollar volume of sales10) distributors of the H&N Business during based on sales revenue for the 12twelve-month period ended December 31, 2019 (the “Key Suppliers”). c. Section 3.15(c) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) of the Business during the 12-month period ended December 31, 2019 2016 (collectively, the “Key H&N Material Distributors”). d. Except as set forth in Section 3.15(d)(i) of , together with the Seller Disclosure Schedule, since January 1, 2018, none of the Key Customers, Key Suppliers or Key amount received during such period. Other than Contracts with H&N Material Distributors has notified the Seller that it intends to cease or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practices, or materially alter any purchases from or sales to the Business. Except as set forth in Section 3.15(d)(ii) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts may expire in the ordinary course of businessbusiness or may be terminated by such H&N Material Distributor without cause on less than ninety-one (91) days’ prior notice without material penalties imposed on the terminating Person in accordance with its terms, no Key Supplier, Key Customer or Key all H&N Material Distributors continue to be distributors of the H&N Business. No H&N Material Distributor has (A) ceased materially reduced or decreased disclosed to Fermat an intention to materially reduce its purchasing from or selling to business with the H&N Business from below the levels achieved during the 12-month period ended December 31such period, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller and its Subsidiaries with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the Business. There is no pending orand, to the Knowledge of Fermat, there is no reason to believe that any such material reduction is likely to occur. As of the Sellerdate of 1414958.12A-NYCSR03A - MSW this Agreement, no H&N Material Distributor has terminated its relationship with the H&N Business or threatened material in writing to do so. Fermat is not involved in any claim, dispute or controversy with (i) any Key Supplier, Key Customer H&N Material Distributor or Key Distributor(ii) any of its other distributors of the H&N Business that could be material to the H&N Business.

Customers, Suppliers and Distributors. a. (a) Section 3.15(a4.22(a) of the Seller Disclosure Schedule sets forth a true and complete list of the ten largest customers twenty (measured by dollar volume 20) suppliers of sales) of goods or services to the Business Company during the twelve (12-) month period periods ended December 31, 2019 (and December 31, 2020 and the “Key Customers”). b. four month period ended April 30, 2021, together with the dollar amount of such goods and services purchased by the Company from such suppliers during each such time period. Except as set forth on Section 3.15(b4.22(a) of the Seller Disclosure Schedule, no supplier listed on Section 4.22(a) of the Disclosure Schedule has cancelled or terminated its relationship with the Company, or materially changed the pricing or other terms of its business with the Company, and no such supplier has threatened or notified the Company in writing that it intends to cancel, terminate or materially change the pricing or other terms of its business with the Company. To the Knowledge of the Company, no event, other than those impacting the US and global economy generally, has occurred that could materially and adversely affect the Company’s relations with any supplier identified on Section 4.22(a) of the Disclosure Schedule. (b) Section 4.22(b) of the Disclosure Schedule sets forth a true and complete list of the ten largest suppliers twenty (measured by dollar volume of sales20) customers of the Business Company during the twelve (12-) month period periods ended December 31, 2019 (and December 31, 2020 and the “Key Suppliers”). c. four month period ended April 30, 2021, together with the dollar amount of such goods and services purchased from the Company by such customers during such time period. Except as set forth on Section 3.15(c4.22(b) of the Seller Disclosure Schedule, no customer listed on Section 4.22(b) of the Disclosure Schedule has cancelled or terminated its relationship with the Company or materially decreased its business with the Company, and no such customer has threatened or notified the Company in writing that it intends to cancel, terminate or materially decrease its business with the Company. To the Knowledge of the Company, no event, other than those impacting the US and global economy generally, has occurred that could materially and adversely affect the Company’s relations with any customer identified on Section 4.22(b) of the Disclosure Schedule. (c) Section 4.22(c) of the Disclosure Schedule sets forth a true and complete list of the ten largest distributors, sales representatives, sales consultants and sales agents (measured in terms of dollars paid by the Business) each distributor or reseller of the Business Company’s products or services during the twelve (12-) month period ended December 31, 2019 2020 and the four month period ended April 30, 2021 (collectively, the “Key Distributors”). d. Except as set forth in Section 3.15(d)(i, together with (i) the dollar amount of such goods and services of the Seller Disclosure ScheduleCompany by such Distributors during such time period, since January 1, 2018, none of and (ii) the Key Customers, Key Suppliers territory assigned or Key Distributors has notified the Seller that it intends granted to cease such distributors or materially decrease purchasing from or selling to the Business, materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms) as compared to past practices, or materially alter any purchases from or sales to the Businessresellers. Except as set forth in on Section 3.15(d)(ii4.22(c) of the Seller Disclosure Schedule, since January 1, 2020, except in connection with normal expiration of Contracts in the ordinary course of business, no Key Supplier, Key Customer or Key Distributor has (A) ceased cancelled or terminated its relationship with the Company or materially decreased materially its purchasing from or selling to the Business from the levels achieved during the 12-month period ended December 31, 2019, (B) made any material adverse change in the terms and conditions on which it was doing business with the Seller Company, and no such Distributor has threatened or notified the Company in writing that it intends to cancel, terminate or materially decrease its Subsidiaries business with respect to the Business as of the 12-month period ended December 31, 2019 or (C) materially altered any purchases from or sales to the BusinessCompany. There is no pending or, to To the Knowledge of the SellerCompany, threatened material dispute or controversy no event, other than those impacting the US and global economy generally, has occurred that could materially and adversely affect the Company’s relations with any Key SupplierDistributor. Except for the Distributor Agreements, Key Customer or Key there are no Contracts between the Company and any Distributor. (d) The Company has not violated any code of conduct, bid procedures, corporate policy or other similar requirement imposed upon the Company by any of the Company’s customers, vendors or suppliers, that is imposed by Contract.