Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (aSection 4.19(a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources Disclosure Schedule sets forth (i) a list of ISI’s and its Subsidiaries’ top twenty (20) customers (by gross revenues generated from sales to such customers) on a combined basis (“ISI Top Customer”), and (ii) a list of ISI’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ISI Top Supplier”), in each case for GigOptix, based on amounts paid or payable in the fiscal year ended December 31, 2010 2017 and the two (each2)-month period ended February 28, a “GigOptix Significant Customer”2018. Except as set forth in Section 4.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ISI Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ISI or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ISI’s Knowledge, no ISI Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ISI and GigOptix its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ISI’s Knowledge, no ISI Top Customer is bankrupt or insolvent or has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customerfiled or threatened to file for bankruptcy or appoint a receiver. Since January 1, 20112017, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer none of GigOptix the ISI Top Customers of ISI or any of its Subsidiaries has exercised audit or that such customer intends inspection rights pursuant to terminate or materially modify existing Contracts any contract with GigOptix (or the Surviving Corporation, Endwave or any of ISI and its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier whorespects. ISI and its Subsidiaries are not, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since since January 1, 20112017, GigOptix has not been, engaged in any material dispute or controversy with any ISI Top Customer with respect to the supply of products or services by ISI and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 4.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ISI Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ISI and its Subsidiaries, (ii) ISI and its Subsidiaries have not received any written notice from that any GigOptix Significant ISI Top Supplier that such supplier shall not continue as a supplier intends to GigOptix cancel, terminate or any reduce substantially the quantity of products it provides to ISI and its Subsidiaries and (iii) to ISI’s Knowledge, no ISI Top Supplier is bankrupt or that such supplier intends insolvent or has filed or threatened to terminate file for bankruptcy or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of appoint a receiver. ISI and its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesSubsidiaries are not, and GigOptix has no knowledge since January 1, 2017 have not been, engaged in any material dispute or controversy with any ISI Top Supplier with respect to the supply of any reason why it will not continue materials, products or services to have such access on commercially reasonable termsISI and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of warranty claims, in each case in the ordinary course of business).

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 5.14(a) sets forth a true, correct and complete list of the 10 largest sources top five (5) customers of revenues Seller for GigOptix, based on amounts paid or payable in the year Business (by sales revenue) to which Seller made sales during the twelve (12) month period ended December July 31, 2010 2014 (eachcollectively, a “GigOptix Significant CustomerMajor Customers”). Except as set forth in Schedule 5.14(a) of the Seller Disclosure Schedule, and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1since July 31, 20112013, GigOptix Seller has not received any written or, to GigOptix’s knowledgethe Knowledge of Seller, oral notice from any GigOptix Significant a Major Customer that such customer shall not continue as a customer of GigOptix Major Customer will (or any of its Subsidiaries or that such customer intends to terminate has threatened to) cancel, terminate, materially limit or materially and adversely modify existing Contracts with GigOptix its current (or currently proposed) business relationship with Seller other than with respect to requests by Major Customers to delay shipment of products of Seller in the Surviving Corporation, Endwave or any ordinary course of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixbusiness. (b) GigOptix has no outstanding material dispute concerning Schedule 5.14(b) sets forth a true, correct and complete list of the top ten vendors of Seller for the Business (by sales revenue) from which Seller purchased products and/or or services provided by any supplier who, in the year ended December during twelve (12) month period ending July 31, 2010 was one 2014 (collectively, “Major Vendors”). Except as set forth in Schedule 5.14(b) of the 10 largest suppliers of products and/or services to GigOptixSeller Disclosure Schedule, based on amounts paid or payable (eachsince July 31, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 12013, 2011, GigOptix Seller has not received any written or, to the Knowledge of Seller, oral notice from any GigOptix Significant Supplier indicating that such supplier shall not continue as a supplier to GigOptix Major Vendor has ceased, or any of its Subsidiaries will (or that such supplier intends to terminate has threatened to) cancel, terminate, materially limit or materially and adversely modify existing Contracts with GigOptix its current (or currently proposed) business relationship with Seller. (c) Schedule 5.14(c) sets forth Seller’s standard warranty policy as of the Surviving Corporationdate hereof. Products manufactured, Endwave designed, licensed, leased or sold by Seller (A) were free from material defects in construction and design and (B) satisfy any and all Contract or other specifications related thereto to the extent stated in writing in such Contracts or specifications, in each case, in all material respects. No assertion of its Subsidiaries). GigOptix has access, on commercially reasonable termsmaterial product liability is pending or, to all products and services reasonably necessary the Knowledge of the Seller, threatened in writing by any Person, against Seller relating to carry any Product. There has not been, nor is there under consideration by Seller, any Product recall or post-sale warning conducted by or on the GigOptix Businesses, and GigOptix has no knowledge behalf of Seller concerning any reason why it will not continue to have such access on commercially reasonable termsProduct.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services Schedule 3.14(a) contains a list of (i) all customers of the Business which have Contracts (including oral contracts and purchase orders) with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix BP Asset Selling Entity or any of its the Purchased Subsidiaries or that such customer intends to terminate or materially modify existing involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with GigOptix (or the Surviving Corporation, Endwave BP Asset Selling Entity or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any the Purchased Subsidiaries involving purchases in an amount in excess of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix$5,000 per annum. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one None of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid BP Asset Selling Entity or payable (each, a “GigOptix Significant Supplier”) and GigOptix the Purchased Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from or has any GigOptix Significant Supplier reason to believe that such supplier shall not continue any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the BP Parties has otherwise threatened, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to GigOptix Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of its Subsidiaries the Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or that such other goods are readily available from other sources on comparable terms and conditions. No supplier intends of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or Knowledge of any of its Subsidiaries). GigOptix the BP Parties has access, on commercially reasonable termsotherwise threatened, to all products and services reasonably necessary to carry on take any action described in the GigOptix Businesses, and GigOptix has no knowledge preceding sentence as a result of any reason why it will not continue to have such access on commercially reasonable termsthe consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (aSection 5.19(a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources Disclosure Schedule sets forth (i) a list of ILG’s and its Subsidiaries’ top twenty (20) customers (by gross revenues generated from sales to such customers) on a combined basis (“ILG Top Customer”), and (ii) a list of ILG’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ILG Top Supplier”), in each case for GigOptix, based on amounts paid or payable in the fiscal year ended December 31, 2010 2017 and the two (each2)-month period ended February 28, a “GigOptix Significant Customer”2018. Except as set forth in Section 5.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ILG Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ILG or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ILG’s Knowledge, no ILG Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ILG and GigOptix its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ILG’s Knowledge, no ILG Top Customer is bankrupt or insolvent or has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customerfiled or threatened to file for bankruptcy or appoint a receiver. Since January 1, 20112017, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer none of GigOptix the ILG Top Customers of ILG or any of its Subsidiaries has exercised audit or that such customer intends inspection rights pursuant to terminate or materially modify existing Contracts any contract with GigOptix (or the Surviving Corporation, Endwave or any of ILG and its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier whorespects. ILG and its Subsidiaries are not, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since since January 1, 20112017, GigOptix has not been, engaged in any material dispute or controversy with any ILG Top Customer with respect to the supply of products or services by ILG and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 5.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ILG Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ILG and its Subsidiaries, (ii) ILG and its Subsidiaries have not received any written notice from that any GigOptix Significant ILG Top Supplier that such supplier shall not continue as a supplier intends to GigOptix cancel, terminate or any reduce substantially the quantity of products it provides to ILG and its Subsidiaries and (iii) to ILG’s Knowledge, no ILG Top Supplier is bankrupt or that such supplier intends insolvent or has filed or threatened to terminate file for bankruptcy or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of appoint a receiver. ILG and its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesSubsidiaries are not, and GigOptix has no knowledge since January 1, 2017 have not been, engaged in any material dispute or controversy with any ILG Top Supplier with respect to the supply of any reason why it will not continue materials, products or services to have such access on commercially reasonable termsILG and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of warranty claims, in each case in the ordinary course of business).

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.21(a) of the 10 largest sources Seller Disclosure Schedule sets forth an accurate and complete list of revenues (i) the names and addresses of all customers that ordered goods and services from the Seller with an aggregate value for GigOptixeach such customer of $25,000 or more during the 12-month period ended November 30, based on amounts paid or payable in 2008 and (ii) the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customeramount for which each such customer was invoiced during such period. Since January 1, 2011, GigOptix The Seller has not received any written ornotice or has any reason to believe that any customer of the Seller (A) has ceased, or will cease, to GigOptixuse the products, goods or services of the Seller, (B) has substantially reduced, or will substantially reduce, the use of products, goods or services of the Seller or (C) has sought, or is seeking, to reduce the price it will pay for products, goods or services of the Seller, including in each case after the consummation of the transactions contemplated by this Agreement. To the Seller’s knowledgeKnowledge, oral notice from no customer described in clause (i) of the first sentence of this subsection (a) has otherwise threatened to take any GigOptix Significant Customer that such customer shall not continue action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No customer of GigOptix the Seller has any right to any credit or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments refund for products delivered or goods sold or services rendered. GigOptix has not had rendered or to be rendered by the Seller pursuant to any Contract with or practice of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal the Seller other than pursuant to the terms of any material amount of revenue by GigOptixthe applicable Contract. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Section 3.21(b) of the 10 largest Seller Disclosure Schedule sets forth an accurate and complete list of (i) the names and addresses of all suppliers from which the Seller ordered raw materials, supplies, merchandise and other goods and services with an aggregate purchase price for each such supplier of products and/or services to GigOptix$25,000 or more during the 12-month period ended November 30, based on amounts paid or payable 2008 and (each, a “GigOptix Significant Supplier”ii) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplieramount for which each such supplier invoiced the Seller during such period. Since January 1, 2011, GigOptix The Seller has not received any written notice from or has any GigOptix Significant Supplier reason to believe that there has been any material adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any such supplier shall will not continue sell raw materials, supplies, merchandise and other goods and services to the Purchaser at any time after the Closing on terms and conditions similar to those used in its current sales to the Seller, subject to general and customary price increases. To the Seller’s Knowledge, no supplier described in clause (i) of the first sentence of this subsection (b) has otherwise threatened to take any action described in the preceding sentence as a supplier to GigOptix or any result of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any consummation of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termstransactions contemplated by this Agreement.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.21(a) of the 10 largest sources Disclosure Schedules sets forth a complete and accurate list of revenues the top ten (10) customers by revenue of the Acquired Companies (other than Hilo), taken as a whole, for GigOptix, based on amounts paid or payable in each of the year twelve-month period ended December 31, 2010 2020 and the six-month period ended June 30, 2021 (eachthe “Top Customers”) and the amount of revenue attributable to each such Top Customer in respect of each such period. During the past twelve (12) months, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has Acquired Companies (other than Hilo) have not received any written ornotice that any Top Customer has ceased, to GigOptix’s knowledgeor will cease to, oral notice from any GigOptix Significant conduct business with the applicable Acquired Company (other than Hilo), and no Top Customer that such customer shall not continue as a customer of GigOptix or any of has otherwise materially and adversely modified its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts relationship with GigOptix the applicable Acquired Company (or the Surviving Corporation, Endwave or any of its Subsidiariesother than Hilo) or that such customer refuses threatened in writing to make payments for products delivered or services rendereddo so. GigOptix has not had There is no outstanding material dispute with any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixTop Customer. (b) GigOptix Section 4.21(b) of the Disclosure Schedules sets forth a complete and accurate list of the top ten (10) suppliers by payment of raw materials, supplies, merchandise and other goods or services to the Acquired Companies (other than Hilo), taken as a whole, for each of the twelve-month period ended December 31, 2020 and the six-month period ended June 30, 2021 (the “Top Suppliers”) and the amount for which each such Top Supplier invoiced the applicable Acquired Company (other than Hilo) in respect of each such period. During the past twelve (12) months, the Acquired Companies (other than Hilo) have not received any written notice that any Top Supplier has ceased, or will cease to, conduct business with the applicable Acquired Company (other than Hilo), and no Top Supplier has otherwise materially and adversely modified its relationship with the applicable Acquired Company (other than Hilo) or threatened in writing to do so. There is no outstanding material dispute concerning products and/or services provided by with any supplier who, in Top Supplier. With respect to the year ended December 31, 2010 was one Material Contracts listed on Section 4.10(a)(xi) of the 10 largest suppliers of products and/or services Disclosure Schedules, there is no outstanding or pending material dispute with any counterparty to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) any such Contract and GigOptix no Acquired Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that counterparty to any such supplier shall not continue as a supplier to GigOptix or Contract threatening any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsmaterial dispute.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.15(a) lists (i) the ten (10) largest customers of the 10 largest sources of revenues for GigOptixSugar Creek Plant during the period commencing on January 1, 2011 and ending on June 30, 2012 (collectively, the “Reference Period”) based on amounts paid and listing the gross sales of the Sellers’ products and services sold to such customer that were supplied or payable delivered by the Sugar Creek Plant, (ii) the ten (10) largest customers of the Tulsa Plant during the Reference Period based on and listing the gross sales of the Sellers’ products and services sold to such customer that were supplied or delivered by the Tulsa Plant, (iii) the ten (10) largest customers of the Ready-Mix Plants during the Reference Period based on and listing the gross sales of the Sellers’ products and services sold to such customer that were supplied or delivered by the Ready-Mix Plants, (iv) the ten (10) largest customers of the Sellers with respect to the sale of aggregates during the Reference Period based on and listing the gross sales of aggregates that were supplied or delivered by the Facilities and (v) the three (3) largest customers of the Sellers with respect to the Fly Ash Operations during the Reference Period based on and listing the gross sales of fly ash supplied or delivered by the Fly Ash Operations to each such customer (the customers identified in clauses (i) through (v), the “Key Customers”). (b) Schedule 3.15(b) lists the ten largest suppliers of the Business during the year ended December 31, 2010 2011 based on and listing the dollar amounts paid by the Sellers to such suppliers for products and services supplied to the Business (each, a “GigOptix Significant CustomerKey Suppliers”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. . (c) Since January 1, 20112012, GigOptix as of the date of this Agreement, none of the Key Customers or Key Suppliers has not received notified any written Seller that it intends to (i) cease or materially decrease purchasing from or selling to the Business or (ii) 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. As of the date of this Agreement, there is no pending or threatened material dispute or controversy raised by the Sellers against a Key Supplier or Key Customer. There is no pending or, to GigOptix’s knowledgethe Knowledge of the Sellers, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix threatened material dispute or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned controversy raised by a GigOptix Significant Key Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixor Key Supplier against the Sellers. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has Schedule 2.25 to the Disclosure Letter sets forth an accurate list of the revenues generated from each of the top 20 customers and distributors of the Edgetech Entities for the year-ended December 31, 2010 (“Significant Customers and Distributors”). The Edgetech Entities have no outstanding material disputes concerning its products and/or services with any customer Significant Customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 Distributor. Neither Parent nor Holdco has any knowledge (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge i) of any material dissatisfaction on the part of any GigOptix Significant CustomerCustomer or Distributor, (ii) that any Significant Customer or Distributor intends to cease or materially diminish the use of the Edgetech Entities’ products or services, or (iii) of any fact or circumstance that could reasonably be expected to cause any Significant Customer or Distributor to cease or materially diminish the use of the Edgetech Entities’ products or services in the foreseeable future. Since January 1, 2011, GigOptix has The Edgetech Entities have not received any written or, to GigOptix’s knowledge, oral notice information from any GigOptix Significant Customer or Distributor that such customer or distributor shall not continue as a customer or distributor of GigOptix the Edgetech Entities (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such customer any Significant Customer or Distributor intends to terminate or materially modify existing Contracts with GigOptix the Edgetech Entities (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquiror). GigOptix has The Edgetech Entities have not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Edgetech Entities. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any Schedule 2.25 to the Disclosure Letter sets forth an accurate list of each supplier of the Edgetech Entities who, in for the year year-ended December 31, 2010 2010, was one of the 10 largest suppliers of products and/or services to GigOptixthe Edgetech Entities, based on amounts paid or payable (each, a “GigOptix Significant Supplier”). The Edgetech Entities have no outstanding material dispute concerning products and/or services provided by any Significant Supplier. Neither Parent nor Holdco has any knowledge (i) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier, (ii) that any Significant Supplier intends to cease or diminish the provision of products and/or services to the Edgetech Entities, or (iii) of any fact or circumstance that could reasonably be expected to cause any Significant Supplier to cease or diminish the provision of products and/or services to the Edgetech Entities in the foreseeable future. Since January 1, 2011, GigOptix has The Edgetech Entities have not received any written notice information from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Edgetech Entities (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such supplier any Significant Supplier intends to terminate or materially modify existing Contracts with GigOptix the Edgetech Entities (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.20(a) of the 10 largest sources of revenues for GigOptix, Sellers’ Disclosure Letter sets forth with respect to the Business the top ten customers based on amounts aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or payable in services for each of the year ended December 31, 2010 two most recent fiscal years (each, each such customer a “GigOptix Significant Material Customer”), and GigOptix for the Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. [* * *] are the top five customers of the RFG Family Entities (on a consolidated basis) based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice that any of the Material Customers has ceased, or intends to cease after the Closing, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer use the goods or services of GigOptix the RFG Family Entities or any of its Subsidiaries or that such customer intends to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix (the Business. The [* * *] has been or will be renewed prior to the Surviving Corporationtermination date set forth in such agreement and the RFG Family Entities and [* * *] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, Endwave as of the date hereof, no RFG Family Entity is party to any agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns business, consistent with past history and those returns practice. There are no facts or circumstances (including the consummation of the transactions contemplated hereby) that would not are likely to result in a reversal the loss of any material amount one such customer or group of revenue by GigOptixcustomers of any RFG Family Entity or have a Material Adverse Effect on the relationship of any RFG Family Entity with such a customer or group of customers. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Schedule 3.20(b) of the 10 largest Sellers’ Disclosure Letter sets forth with respect to the Business the top ten suppliers of products and/or to whom the RFG Family Entities (on a consolidated basis) have paid consideration for goods or services to GigOptix, rendered based on amounts the aggregate amount paid or payable for each of the two most recent fiscal years (each, each such supplier a “GigOptix Significant SupplierMaterial Suppliers”) and GigOptix ). As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from that any GigOptix Significant Supplier of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the RFG Entities or to otherwise terminate or reduce its relationship with the Business and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such supplier shall not continue as or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with such a supplier to GigOptix or group of suppliers. (c) Except as set forth on Schedule 3.20(c), as of the date hereof, no RFG Family Entity has received any written notice that any of its Subsidiaries the Co-Packers has ceased, or that such supplier intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix the RFG Entities and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such Co-Packer or the Surviving Corporation, Endwave or group of Co-Packers by any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry the RFG Family Entities or have a Material Adverse Effect on the GigOptix Businesses, and GigOptix has no knowledge relationship of any reason why it will not continue to have of the RFG Family Entities with such access on commercially reasonable termsa Co-Packer or group of Co-Packers.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.15(a) of the 10 largest sources Disclosure Schedule sets forth (i) a true and complete list of revenues the top twenty (20) customers of the Acquired Companies by revenue for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since period from January 1, 20112019, GigOptix through October 31, 2019 (collectively, the “Material Customers”); and (ii) the dollar amount of products and services purchased from the Acquired Companies by each such Material Customer during such period. Except as set forth in Section 4.15(a) of the Disclosure Schedule, no Material Customer has not materially reduced or changed the terms of its business with any Acquired Company during the twelve (12) month period preceding the date hereof, and no Acquired Company has received any written ornotice, or has any reason to GigOptix’s knowledgebelieve, oral notice that any Material Customer intends to or will, after the Closing, cease to purchase or materially reduce its purchases of goods or services from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix Acquired Company or any of its Subsidiaries or that such customer intends to terminate or otherwise materially modify existing Contracts with GigOptix alter (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of manner adverse to any material amount of revenue by GigOptixAcquired Company) its relationship with any Acquired Company. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Section 4.15(b) of the 10 largest Disclosure Schedule sets forth (i) a true and complete list of the top twenty (20) suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on each Acquired Company by amount spent for the part of any GigOptix Significant Supplier. Since period from January 1, 20112019, GigOptix through October 31, 2019 (collectively, the “Material Suppliers”); and (ii) the amount of each Acquired Company’s purchases from each Material Supplier during such period. Except as set forth in Section 4.15(b) of the Disclosure Schedule, there are no suppliers of materials, products or services to any Acquired Company that are material to the operations of such company with respect to which practical alternative sources of supply are not generally available on comparable terms (including price) and conditions in the marketplace. Except as set forth in Section 4.15(b) of the Disclosure Schedule, no Material Supplier has not materially reduced or changed the terms of its business with any Acquired Company during the twelve (12) month period preceding the date hereof, and no Acquired Company has received any written notice from notice, or has any GigOptix Significant reason to believe, that any Material Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to or will, after the Closing, terminate or materially modify existing Contracts reduce its business relationship with GigOptix any Acquired Company or otherwise materially alter (or the Surviving Corporation, Endwave or in a manner adverse to such company) its relationship with any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsAcquired Company.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Southcross Disclosure Schedule 3.20(a) sets forth a true and complete list of (i) the top twenty customers of the 10 largest sources of revenues for GigOptix, Holdings Companies based on amounts paid or payable in revenue of the year ended December 31, 2010 (each, a “GigOptix Significant Customer”Holdings Companies as set forth on Southcross Disclosure Schedule 3.20(a), each for the 12-month period ended September 30, 2017 and GigOptix the amount for which each such customer was invoiced during such period and (ii) the top twenty customers of the Holdings Companies based on gathered (A) has no knowledge ceased or substantially reduced, or will cease or substantially reduce, use of any material dissatisfaction on products or services of the part of any GigOptix Significant Customer. Since January 1Holdings Companies or (B) has sought, 2011, GigOptix has not received any written oror is seeking, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer reduce the price it will pay for the services of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixHoldings Companies. (b) GigOptix Southcross Disclosure Schedule 3.20(b) sets forth a true and complete list of (i) the suppliers of the Holdings Companies (other than law firms, accounting and audit firms, insurers, financial advisers or employee benefits administrators, and other than suppliers of natural gas or NGLs) with which the Holdings Companies have made expenditures greater than $500,000 as set forth on Southcross Disclosure Schedule 3.20(b), each for the 12-month period ended September 30, 2017, from which the Holdings Companies ordered products or services with an aggregate purchase price for each such supplier and (ii) the amount for which each such supplier invoiced the Holdings Companies during such period (the “Material Suppliers”). Holdings LP has no outstanding not received any notice or has any reason to believe that there has been any material dispute concerning products and/or adverse change in the price of such supplies or services provided by any supplier whosuch Material Supplier (excluding any Material Suppliers that have month-to-month contracts with the Holdings Companies), or that any such Material Supplier will not sell supplies or services to any of the Holdings Companies at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Holdings Companies, subject to general and customary price increases. (c) Since September 30, 2014 each of the Holdings Companies, has engaged in and accounted for all revenue, pricing, sales, receivables and payables practices in accordance with GAAP and otherwise in the Ordinary Course of Business and otherwise in the Ordinary Course of Business and has not engaged in (i) any trade loading practices or any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or other distributors with the effect of accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in post-Closing periods, (ii) any practice that would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) any practice that would have the effect of postponing to post-Closing periods payments by the Holding Companies that would otherwise be expected (based on past practice) to be made revenue activity, in each case in this clause (A) in any manner outside the year ended December 31Ordinary Course of Business in pre-Closing periods or (B) any other promotional, 2010 was one sales, rebate or discount activity or deferred revenue activity in each case in this clause (C), in any manner outside the Ordinary Course of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsBusiness.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.15(a) of the 10 largest sources Disclosure Schedules sets forth (i) the top ten (10) customers of the Heartland Companies based on revenues received by the Heartland Companies for GigOptixeach of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. No Heartland Company is required to provide any material bonding or other financial security (b) Section 3.15(b) of the Disclosure Schedules sets forth (i) the top ten (10) suppliers of the Heartland Companies based on amounts paid or payable in to suppliers of the year ended December 31Heartland Companies for each of the two (2) most recent fiscal years (collectively, 2010 (each, a the “GigOptix Significant CustomerMaterial Suppliers”), ; and GigOptix has no knowledge of any material dissatisfaction on (ii) the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplierpurchases from each Material Supplier during such periods. Since January 1, 2011, GigOptix has The Heartland Companies have not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries their Material Suppliers has ceased, or that such supplier intends to cease, to supply goods or services to the Heartland Companies or to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix (or the Surviving CorporationHeartland Companies. Except as set forth on Section 3.15(b) of the Disclosure Schedules, Endwave or any there are no current restrictions on the supply of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products goods and services reasonably necessary to carry the business of the Heartland Companies. Except as set forth on Section 3.15(b) of the GigOptix BusinessesDisclosure Schedules, no Heartland Company has received any written notice that there will be any change in the price of any raw materials, supplies, packaging materials, merchandise or other goods or services provided to a Heartland Company by a Material Supplier at any time immediately after the Closing Date, or that any Material Supplier will not sell raw materials, supplies, packaging materials, merchandise and other goods to or services to any Heartland Company at any time immediately after the Closing Date on terms and conditions similar to those used in its current sales to any Heartland Company. No Material Supplier has threatened to take any action described in the preceding two (2) sentences as a result of the consummation of the transactions contemplated by this Agreement. No Heartland Company has experienced, and GigOptix there do not exist, any material quality control or similar problems with the raw materials, supplies, packaging materials, merchandise or other goods or services currently being supplied or on order from any Material Supplier. No event has no knowledge occurred that would materially and adversely affect a Heartland Company’s relations with any Material Supplier. No Material Supplier has breached its obligations to a Heartland Company in any respect in the last twelve (12) months. No Heartland Company is currently involved in a dispute with any Material Supplier, and has not been involved in any dispute with any Material Supplier during the five (5) years prior to the date of any reason why it will not continue to have such access on commercially reasonable termsthis Agreement.

Customers and Suppliers. (ai) GigOptix During the twelve (12) month period ending on the date hereof, there has no outstanding not been any material disputes concerning interruption or outage (other than as requested by a customer) in the provision by PlayStream or its products and/or Subsidiaries of services with any to the customers, (ii) No customer of PlayStream or distributor who was one its Subsidiaries which generated average monthly revenues in the 6-month period ended on the Most Recent Fiscal Month End that accounted for in excess of $5,000 per month of the 10 largest sources monthly revenues of revenues for GigOptixthe Business of PlayStream and its Subsidiaries, based on amounts paid has terminated or payable threatened in the year ended December 31writing to terminate its relationship, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of agreement, with PlayStream or its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any given notice of its intention not to renew its relationship or agreement with PlayStream or its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (biii) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Section 4(cc)(iii) of the 10 largest suppliers PlayStream Disclosure Schedule sets forth a complete and accurate list of products and/or the name of each customer of PlayStream and its Subsidiaries, together with the amount PlayStream billed such customer during the one-year period ended on the Most Recent Fiscal Month End. PlayStream has delivered to Buyer correct and complete copies of current and certain past versions of PlayStream's terms and conditions that apply to PlayStream's customers, other than terms and conditions that are terminable by the parties within 60 days. The terms and conditions governing PlayStream's provision of services to GigOptix, based on amounts any and all of its customers include provisions limiting the liability of PlayStream to the same extent as the terms and conditions delivered to Buyer. (iv) Section 4(cc)(iv) of the PlayStream Disclosure Schedule contains a listing of all suppliers and vendors of PlayStream and its Subsidiaries to which PlayStream or its Subsidiaries paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge were obligated to pay in excess of any material dissatisfaction $10,000 during the one-year period ended on the part Most Recent Fiscal Month End. (v) Section 4(cc)(v) of any GigOptix Significant Supplier. Since January 1the PlayStream Disclosure Schedule contains a listing of all material joint marketers, 2011resellers and referral sources of the Business of PlayStream with which PlayStream has a written agreement, GigOptix has not received any written notice from any GigOptix Significant Supplier that together with a form of such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsagreement.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.22 of the 10 Disclosure Schedule sets forth a list of (i) the 15 largest sources customers (measured by dollar volume of revenues sales to such customers) of the Group Companies (the “Top Customers”) and (ii) the 15 largest suppliers (measured by dollar volume of purchases from such suppliers) of the Group Companies (the “Top Suppliers”), in each case for GigOptix, based on amounts paid or payable in (A) each of the year 12-month periods ended December 31, 2010 2018 and 2019 and (eachB) the nine month period ended September 30, a “GigOptix Significant Customer”)2020. (b) Since the Reference Date, no Top Customer or Top Supplier has canceled, terminated, materially and GigOptix has no knowledge adversely modified or, to the Knowledge of the Company, made any material dissatisfaction threat to cancel, terminate or otherwise materially and adversely modify its relationship with the Group Companies, including any materially decrease on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Top Customer that such customer shall not continue as a customer in its direct or indirect purchase or usage of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid Group Companies or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant SupplierTop Supplier in its sale of supplies or services to the Group Companies. To the Knowledge of the Company, no fact, circumstance, condition or situation exists which, after notice or lapse of time or both, reasonably would be expected to cause the business with any of the Top Customers or Top Suppliers not to continue after the Closing Date in substantially the same manner as prior to the date hereof. (c) Since January 1, 20112019, GigOptix there has not received been no substantial change in (i) the manner in which the Group Companies extend discounts, credits or warranties to customers or otherwise deal with customers, (ii) the practices of the Group Companies of ordering supplies for purposes of honoring warranties with respect to the businesses of the Group Companies or (iii) the customary payment or collection cycles for, or the terms and conditions of, any written notice payables or receivables or other debt of the businesses of the Group Companies and no change of that kind is currently expected. (d) No Group Company is, nor since January 1, 2019 has been, engaged in any material dispute or controversy with any Top Customer or Top Supplier with respect to the supply of products or services by or to the Group Companies. To the Knowledge of the Company, as of the date hereof, no Top Customer or Top Supplier is bankrupt or insolvent, or has threatened to enter bankruptcy, suffer the appointment of an administrator or receiver or commence any similar process providing protection from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any creditors under the laws of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsrespective jurisdiction.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.21(a) of the 10 largest sources Seller Disclosure Schedule sets forth an accurate and complete list of revenues (i) the names of all customers that ordered goods and services from any Acquired Company with an aggregate value for GigOptix, based on amounts paid each such customer of €2,000,000 or payable in more during the year 12-month periods ended December 31, 2010 and December 31, 2009, and (eachii) the amount for which each such customer was invoiced during such period. No Acquired Company has received any notice or has any reason to believe that any customer listed in Section 3.21(a) of the Seller Disclosure Schedule (A) has ceased, or will cease, to use the products, goods or services of any Acquired Company, except those contracts which have been terminated pursuant to Purchaser’s requests (such as the Energoimport contract), (B) has substantially reduced, or will substantially reduce, the use of products, goods or services of any Acquired Company or (C) has sought, or is seeking, to substantially reduce the price it will pay for products, goods or services of any Acquired Company. To the Sellers’ Knowledge, no customer listed in Section 3.21(a) of the Seller Disclosure has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No customer of any Acquired Company has any right to any substantial credit or refund for products or goods sold or services rendered or to be rendered by any Acquired Company pursuant to any Contract with or practice of any Acquired Company other than pursuant to the Acquired Companies’ normal course return policy, a “GigOptix Significant Customer”), and GigOptix copy of which has no knowledge been provided to the Purchaser in the course of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixDue Diligence. (b) GigOptix has no outstanding material dispute concerning products and/or Section 3.21(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of (i) the names of all suppliers from which any Acquired Company ordered raw materials, supplies, merchandise and other goods and services provided by any with an aggregate purchase price for each such supplier who, in of €2,000,000 or more during the year 12-month periods ended December 31, 2010 was one and December 31, 2009, and (ii) the amount for which each such supplier invoiced the Acquired Company during such period. No Acquired Company has received any notice or has any reason to believe that there has been any material adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any such supplier will not sell raw materials, supplies, merchandise and other goods and services to the Purchaser or any Acquired Company at any time after the Closing on terms and conditions similar to those used in its current sales to the Acquired Companies, subject to general and customary price increases. To the Sellers’ Knowledge, no supplier described in Section 3.21(b) of the 10 largest suppliers of products and/or services Seller Disclosure Schedule has otherwise threatened to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of take any material dissatisfaction on action described in the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue preceding sentence as a supplier to GigOptix or any result of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any consummation of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termstransactions contemplated by this Agreement.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one each of the 10 largest sources top ten customers of the Company and its Subsidiaries, taken as a whole (by volume in dollars of sales to such customers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date and the amount of revenues accounted for GigOptixby such customer during each such period and (b) each of the top five suppliers of the Company and its Subsidiaries, based on amounts paid or payable taken as a whole (by volume in dollars of purchases from such suppliers), for the year ended December 31, 2010 twelve-month period immediately preceding the Most Recent Balance Sheet Date (eacheach such person, a “GigOptix Significant Customer”"Major Supplier"). Except as set forth on Schedule 3.23, and GigOptix since the Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, has any customer of the Company or any of its Subsidiaries threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially reduce the aggregate amount paid to the Company and its Subsidiaries for products and services. Except as set forth on Schedule 3.23, since the Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries has received written notice from any Major Supplier, nor, to the Knowledge of the Company, has any Major Supplier threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially increase the aggregate amount charged to the Company and its Subsidiaries for products and services. Neither the Company nor any of its Subsidiaries has received written notice from any customer of the Company or any of its Subsidiaries or any Major Supplier that such customer it intends to terminate file a petition under applicable bankruptcy laws or materially modify existing Contracts with GigOptix (otherwise seek relief from or make an assignment for the Surviving Corporation, Endwave or any benefit of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable termscreditors and, to all products and services reasonably necessary to carry on the GigOptix BusinessesCompany's Knowledge, and GigOptix no such notice or action has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsbeen threatened.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 5.28(a) of the 10 largest sources Disclosure Schedules sets forth a true and complete list of revenues (i) the top ten (10) customers of the Company and the Company Subsidiaries (on a consolidated basis), for GigOptix, based on amounts paid or payable in each of the year ended December 31, 2010 2024 and the six (each, a 6) months ending on the Balance Sheet Date (the “GigOptix Significant CustomerTop Customers”), (ii) the amount of revenue or sales from each such Top Customer, as applicable, for the relevant periods, and GigOptix (iii) the percentage of the consolidated total sales of the Company and the Company Subsidiaries represented by sales to each Top Customer during such period. Neither the Company nor any Company Subsidiary has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written written, or, to GigOptix’s knowledgethe Knowledge of the Company, oral oral, notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of such Top Customers (A) has ceased or substantially reduced, or will cease or substantially reduce, its purchase of products of the Company or the Company Subsidiaries or that such customer intends (B) has sought, or is seeking, to terminate or materially modify existing Contracts with GigOptix (reduce the price it will pay for the products of the Company or the Surviving Corporation, Endwave or any of its Company Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier whoSection 5.28(b) of the Disclosure Schedules sets forth a true and complete list of (i) the top ten (10) suppliers, in vendors and service providers of the Company and the Company Subsidiaries (on a consolidated basis), for each of the year ended December 31, 2010 was one 2024 and the six (6) months ending on the Balance Sheet Date (the “Top Vendors”), (ii) the amount for which each such Top Vendor invoiced the Company or such Company Subsidiary during such period, and (iii) the percentage of the 10 largest suppliers consolidated total spend of products and/or the Company and the Company Subsidiaries represented by payments or disbursements to each Top Vendor during such period. Neither the Company nor any Company Subsidiary has received any written, or, to the Knowledge of the Company, oral, notice believe that any of such Top Vendor (A) plans to materially increase the price of such supplies or services provided by any such Top Vendor or (B) will not sell supplies or services to GigOptixthe Company and the Company Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and the Company Subsidiaries, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) in each case subject to general and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Suppliercustomary price increases. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.5.29

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.22(a) of the 10 largest sources Company Disclosure Schedule contains a true and correct list of revenues the top sixteen (16) currently active customers of ▇▇▇▇▇▇▇▇ and its Subsidiaries in connection with such customers based on revenue for GigOptixthe twelve (12) month period ending on the date of the most current Company Financial Statements (each such customer, a “Acquired Entities Top Customer”). Neither ▇▇▇▇▇▇▇▇ nor any of its Subsidiaries have received written notice, nor does ▇▇▇▇▇▇▇▇ have knowledge, that any Acquired Entities Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationship with Acquired Entities or any of their Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency. (b) Section 3.22(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty (20) currently active suppliers of Acquired Entities and their Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, based on amounts paid or payable in by Acquired Entities and their Subsidiaries for the year ended December 31, 2010 twelve (each12) month period ending on the date of the most recent Company Financial Statements (each such supplier, a “GigOptix Significant CustomerAcquired Entities Top Supplier”). Neither the Acquired Entities nor any of their Subsidiaries have received written notice, nor do Acquired Entities have knowledge, that any Acquired Entities Top Supplier (i) intends to cancel, or otherwise materially and GigOptix has no knowledge adversely modify its relationship with Acquired Entities and their Subsidiaries (whether related to payment, price or otherwise) on account of any material dissatisfaction on the part of any GigOptix Significant Customer. Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency. (c) Since January 1, 20112021, GigOptix has Acquired Entities and their Subsidiaries have not received experienced any written or(i) material failure of any of the Top Suppliers to timely manufacture, to GigOptix’s knowledgeship or deliver products, oral notice from any GigOptix Significant Customer that such raw materials and goods, (ii) material reductions in customer shall not continue as a customer demand, (iii) claim of GigOptix force majeure by Acquired Entities or any of its their Subsidiaries or that such customer intends a counterparty to terminate any Acquired Entities Material Contract, or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave iv) material default under a Acquired Entities Material Contract to which Acquired Entities or any of its Subsidiariestheir Subsidiaries is a party, in each case, arising out of, resulting from or related to COVID-19 or COVID-19 Measures, except as disclosed in Section 3.22(c) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company Disclosure Schedule. (d) Except as disclosed in Section 3.22(d) of the Company Disclosure Schedule, the Acquired Entities are not obligated to, and have not indicated that they would (a) provide any recipient of any Acquired Entities Product or prototype (or any other Person) with any upgrade, improvement or enhancement of an Acquired Entities Product or prototype, except as a part of Acquired Entities’ standard maintenance and support program or (b) GigOptix has no outstanding design or develop a new product, or a customized, improved or new version of a Acquired Entities Product, for any other Person. Each Acquired Entities Product sold, licensed, delivered, provided or otherwise Made Available by Acquired Entities conforms and complies in all material dispute concerning products and/or services provided by any supplier who, in respects with the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) terms and GigOptix has no knowledge requirements of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1applicable warranty or other Contract and with all applicable Laws, 2011, GigOptix has except as would not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue be expected to have such access on commercially reasonable termsa Company Material Adverse Effect.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 5.21(a) of the 10 Disclosure Schedule lists (i) the fifteen (15) largest sources suppliers of revenues for GigOptix, the Companies (based on amounts paid or payable in expenditures of the year ended December 31, 2010 (each, a “GigOptix Significant Customer”Companies as set forth on Section 5.21(a) of the Disclosure Schedule), and GigOptix has no knowledge (ii) the fifteen (15) largest customers of the Companies (based on revenues of the Companies as set forth on Section 5.21(a) of the Disclosure Schedule), each for the 12-month period ended September 30, 2015. Except as set forth in Section 5.21(a)(iii) of the Disclosure Schedule, the Companies have not received written notice of any termination, cancellation or material dissatisfaction on and adverse modification by any such supplier or customer relating to its business relationship with the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written orCompanies and, to GigOptix’s knowledgethe Knowledge of Holdings, oral notice from no such termination, cancellation or material and adverse modification has been threatened in writing by any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix supplier or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixcustomer. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 20112015, GigOptix each of the Companies has not received engaged in and accounted for all revenue, pricing, sales, receivables and payables practices in accordance with GAAP and otherwise in the Ordinary Course of Business and have not, other than in the Ordinary Course of Business, engaged in (i) any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix trade loading practices or any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or distributors with the effect of its Subsidiaries accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in post-Closing periods, (ii) any practice which would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) any practice which would have the effect of postponing to post-Closing periods payments by the Company that would otherwise be expected (based on past practice) to be made in pre-Closing periods or that such supplier intends to terminate (iv) any other promotional, sales, rebate or materially modify existing Contracts with GigOptix discount activity or deferred revenue activity, in each case in this clause (or iv), in a manner outside the Surviving Corporation, Endwave or any Ordinary Course of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsBusiness.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.20(a) of the 10 Company Disclosure Letter contains a true, correct and complete list of the twenty (20) largest sources customers, resellers or distributors (the “Key Customers”) of revenues the Company Entities for GigOptix, based on amounts paid or payable in (i) the fiscal year ended December 31, 2010 2019 and (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on ii) the part of any GigOptix Significant Customer. Since period from January 1, 20112020 to the Latest Balance Sheet Date, GigOptix and sets forth opposite the name of each such Key Customer the amount and percentage of consolidated revenue of the Company Entities attributable to such Key Customer during such periods. In the last twelve (12) months, (A) no Key Customer has not materially reduced or materially altered (in a manner adverse to the Company Entities) its relationship or the terms of its business with the Company Entities, (B) none of the Company Entities has received any written orwritten, or to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Key Customer that of any termination, material reduction or material alteration (in a manner adverse to the Company Entities) in such customer shall not continue as a customer of GigOptix or any of its Subsidiaries Key Customer’s relationship with the Company Entities or that such customer Key Customer intends to terminate to, or has any Knowledge that any Key Customer will, terminate, materially reduce or materially modify existing Contracts with GigOptix alter (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of manner adverse to the Company Entities) its relationship with any Company Entity and (C) since December 31, 2019, no Company Entity is or has been involved in any material amount of revenue by GigOptixclaim, dispute or controversy with any Key Customer. (b) GigOptix has no outstanding material dispute concerning products and/or services provided Section 3.20(b) of the Company Disclosure Letter lists the twenty (20) largest vendors, licensors, service providers and other suppliers (the “Key Suppliers”) of the Company Entities (measured by any supplier who, in aggregate spend) for (i) the fiscal year ended December 31, 2010 was one of 2019 and (ii) the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since period from January 1, 20112020 to the Latest Balance Sheet Date, GigOptix and sets forth opposite the name of each Key Supplier the amount of expenses attributable to (whether directly or through) such supplier during such periods. In the last twelve (12) months, (A) no Key Supplier has not materially reduced or materially altered (in a manner adverse to the Company Entities) its relationship or the terms of its business with the Company Entities, (B) none of the Company Entities has received any written written, or to the Knowledge of the Company, oral notice from any GigOptix Significant Key Supplier that of any termination or material reduction or material alteration (in a manner adverse to the Company Entities) in such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries Key Supplier’s relationship with the Company Entities or that such supplier Key Supplier intends to terminate to, or has any Knowledge that any Key Supplier will, terminate, materially reduce or materially modify existing Contracts alter (in a manner adverse to the Company Entities) its relationship with GigOptix any Company Entity and (C) since December 31, 2019, no Company Entity is or the Surviving Corporationhas been involved in any material claim, Endwave dispute or controversy with any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsKey Supplier.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 5.22(a) of the 10 largest sources Acquiror Disclosure Schedules sets forth a true and complete list of revenues (i) the names of all clients, purchasers and/or licensors (each, an “Acquiror Major Customer”) of Acquiror and (ii) the amount for GigOptix, based on amounts paid or payable in which each such client has been invoiced by Acquiror during the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer2020. Since January 1, 2011, GigOptix Acquiror has not received any written ornotice or has any reason to believe that any Acquiror Major Customer (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of Acquiror or (B) has sought, or is seeking, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer reduce the price it will pay for the services of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixAcquiror. (b) GigOptix Schedule 5.22(b) of the Acquiror Disclosure Schedules sets forth a true and complete list of (i) all suppliers and/or service providers (each, an “Acquiror Major Supplier”) of Acquiror and (ii) the amount for which each such supplier and/or service provider has no outstanding material dispute concerning products and/or services provided by any supplier who, in invoiced Acquiror during the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier2020. Since January 1, 2011, GigOptix Acquiror has not received any written notice from or has any GigOptix Significant reason to believe that there has been any material adverse change in the price of such supplies or services provided by any Acquiror Major Supplier, or that any Acquiror Major Supplier that such supplier shall will not continue sell supplies or services to Acquiror at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to Acquiror, subject to general and customary price increases. No Acquiror Major Supplier has otherwise threatened to take any action described in the preceding sentence as a supplier to GigOptix or any result of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any consummation of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products the transactions contemplated by this Agreement and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsAncillary Agreements.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.21(a) of the 10 largest sources Descartes Disclosure Schedule sets forth a complete and accurate list of revenues for GigOptix, the top twenty (20) purchasers of Transferred Ag Active Ingredients based on amounts paid sales revenue for the twelve-month period ended December 31, 2016 (collectively, the “Ag Ingredient Customers”), together with the amount received during such period. Other than Contracts with Ag Ingredient Customers that may expire in the ordinary course of business or payable may be terminated by such Ag Ingredient 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 Ag Ingredient Customers continue to be customers of the Ag Business. No Ag Ingredient Customer has materially reduced or disclosed to Descartes an intention to materially reduce its business with the Ag Business below the levels achieved during such period, and, to the Knowledge of Descartes, there is no reason to believe that any such material reduction is likely to occur. As of the date of this Agreement, no Ag Ingredient Customer has terminated its relationship with the Ag Business or threatened in writing to do so. Descartes is not involved in any claim, dispute or controversy with (i) any Ag Ingredient Customer or (ii) any of its other direct customers of the Ag Business that could be material to the Ag Business. (b) Section 3.21(b) of the Descartes Disclosure Schedule sets forth a complete and accurate list of (i) all of the top twenty (20) suppliers of the Ag Business based on the amount expended to purchase chemical intermediates or active ingredients during the year ended December 31, 2010 2016, (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge ii) all suppliers of any chemical intermediate or active ingredient which are the sole source for the Ag Business and (A) are material dissatisfaction on the part of for any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix Transferred Ag Active Ingredient or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its SubsidiariesB) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material have an annual purchase amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in such chemical intermediate or active ingredient greater than $3,500,000 during the year ended December 31, 2010 was 2016, and (iii) the manufacturer which performs the final crystallization step for production of Cyantraniliprole (collectively, the “Ag Material Suppliers”), together with the amount paid during such period. Other than Contracts with Ag Material Suppliers that may expire in the ordinary course of business or may be terminated by such Ag 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 Ag Material Suppliers continue to be suppliers of the 10 largest suppliers Ag Business. No Ag Material Supplier has materially reduced or disclosed to Descartes an intention to materially reduce its business with the Ag Business from the levels achieved during such period, and, to the Knowledge of products and/or services Descartes, there is no reason to GigOptixbelieve that any such material reduction is likely to occur. As of the date of this Agreement, based on amounts paid no Ag Material Supplier has terminated its relationship with the Ag Business or payable threatened in writing to do so. Descartes is not involved in any claim, dispute or controversy with (each, a “GigOptix Significant Supplier”i) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Ag Material Supplier that such supplier shall not continue as a supplier to GigOptix or (ii) any of its Subsidiaries other suppliers of the Ag Business that could be material to the Ag Business. To the Knowledge of Descartes, no Ag Material Supplier has given any indication that it will not be willing or that able to continue supplying such supplier intends goods or services to terminate the Ag Business (or materially modify existing to Fermat following the Closing) in the future. 1414958.12A-NYCSR03A - MSW (c) Section 3.21(c) of the Descartes Disclosure Schedule sets forth a complete and accurate list of the top ten (10) customers of the Ag Business in each of the United States, European Union, Brazil, India and China based on sales revenue for the twelve-month period ended December 31, 2016 (collectively, the “Ag Formulated Product Customers”), together with the amount received during such period. Other than Contracts with GigOptix Ag Formulated Product Customers that may expire in the ordinary course of business or may be terminated by such Ag Formulated Product 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 Ag Formulated Product Customers continue to be distributors of the Ag Business. No Ag Formulated Product Customer has materially reduced or disclosed to Descartes an intention to materially reduce its business with the Surviving CorporationAg Business below the levels achieved during such period, Endwave and, to the Knowledge of Descartes, there is no reason to believe that any such material reduction is likely to occur. As of the date of this Agreement, no Ag Formulated Product Customer has terminated its relationship with the Ag Business or threatened in writing to do so. Descartes is not involved in any claim, dispute or controversy with (i) any Ag Formulated Product Customer or (ii) any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, other distributors of the Ag Business that could be material to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsAg Business.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 4.23(a) sets forth a list of the 10 ten (10) largest sources customers of revenues the Business, as measured by revenue, for GigOptixeach of fiscal year 2013, based on amounts paid or payable in fiscal year 2014 and fiscal year 2015, showing the year ended December 31, 2010 approximate aggregate total receipts by each of Intasco and Intasco USA for each such customer during such period (each, a “GigOptix Significant CustomerMaterial Customers”), . All Material Customers continue to be customers of the Business and GigOptix neither Intasco or Intasco USA has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptixthe Seller’s knowledgeKnowledge, oral notice from that any GigOptix Significant Material Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate its business relationship with Intasco or materially modify existing Contracts with GigOptix (Intasco USA or to cease to purchase or adversely change in a significant manner the quantity purchased from either of any products or services or the Surviving Corporation, Endwave pricing or any other material economic terms of its Subsidiaries) business with either Intasco or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixIntasco USA. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Schedule 4.23(b) sets forth a list of the 10 ten (10) largest suppliers of products and/or services to GigOptixthe Business, based on amounts paid as measured by costs, for each of fiscal year 2013, fiscal year 2014 and the fiscal year 2015, showing the approximate aggregate total expenditures by each of Intasco or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that Intasco USA for each such supplier shall not continue as a supplier during such period (“Material Suppliers”). Neither Intasco nor Intasco USA has received written, or, to GigOptix or the Seller’s Knowledge, oral notice that any of its Subsidiaries or that such supplier Material Supplier intends to terminate its business relationship with either or materially modify existing Contracts to cease to supply or adversely change in a significant manner its price or terms to either of any products or services. (c) Within the last twelve (12) months (i) there has been no material adverse change in the relationships of either Intasco or Intasco USA with GigOptix its (A) Material Suppliers, or (B) Material Customers, and (ii) there has been no incentive or other benefits, time sensitive or otherwise, offered to any distributor or other customer by or on behalf of either Intasco or Intasco USA to induce them to purchase inventory or services in excess of the Surviving Corporationamounts they would purchase in the ordinary course in the absence of any such incentives or benefits. (d) To Seller’s knowledge, Endwave or there is no reason to anticipate that the benefits of any relationship with any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it Material Customers or Material Suppliers will not continue after the Closing in substantially the same manner as prior to have such access on commercially reasonable termsthe date of the Agreement.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.25(a) of the 10 Seller Disclosure Schedule sets forth a true and complete list of the (i) fifteen (15) largest sources customers of revenues the Company and its Subsidiaries (on a consolidated basis) for GigOptix, based on amounts paid or payable in the year twelve (12) month period ended December 31, 2010 2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, showing approximate revenue to the Company or the applicable Subsidiary from each such customer during such period. (eachb) Section 3.25(b) of the Seller Disclosure Schedule sets forth a true and complete list of the (i) ten (10) largest suppliers of the Company and its Subsidiaries (on a consolidated basis) for the twelve (12) month period ended December 31, a “GigOptix Significant Customer”)2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, and GigOptix has no knowledge showing approximate purchases by the Company or the applicable Subsidiary to each such supplier during such period. 44 EXECUTION VERSION (c) Except as set forth on Section 3.25(c) of any material dissatisfaction on the part of any GigOptix Significant Customer. Since Seller Disclosure Schedule, since January 1, 20112018, GigOptix has the Company and its Subsidiaries have not received any a written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that customer set forth in Section 3.25(a) of the Seller Disclosure Schedule or supplier set forth in Section 3.25(b) of the Seller Disclosure Schedule stating the intention of such customer shall not continue as a customer or supplier, and, to the Knowledge of GigOptix the Company, no such Person intends, to (i) cease doing business with the Company or any of its Subsidiaries or that (ii) change, in a manner materially adverse to the Company, the relationship of such customer intends to terminate or materially modify existing Contracts Person with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of Neither the Company nor its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries is currently involved in a reversal of any material amount dispute with any customer set forth in Section 3.25(a) of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by the Seller Disclosure Schedule or any supplier who, set forth in the year ended December 31, 2010 was one Section 3.25(b) of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsSeller Disclosure Schedule.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 4.30(a) of the 10 Disclosure Schedule sets forth the names and addresses of the five (5) largest sources customers of revenues the Company and the Subsidiaries (on a consolidated basis) for GigOptix, based on amounts paid or payable in each of the year ended December 31, 2010 two most recent fiscal years and sets forth opposite the name of each such customer the percentage of consolidated gross sales attributable to such customer (each, a “GigOptix Significant CustomerMajor Customers”). Except as set forth on Schedule 4.30(a) of the Disclosure Schedule, and GigOptix neither the Company nor any Subsidiary has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice of, nor to GigOptix’s knowledgethe Knowledge of Sellers is there a reasonable expectation of, oral notice a materially adverse change in the rate of buying materials, products or services from the Company and the Subsidiaries after the Closing Date on terms and conditions similar to those used in its current sales. To the Knowledge of Sellers, no Major Customer has otherwise threatened to take any GigOptix Significant Customer that such customer shall not continue action described in the preceding sentence as a customer result of GigOptix or any the consummation of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixContemplated Transactions. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Schedule 4.30(b) of the 10 largest Disclosure Schedule sets forth all suppliers from which the Company and the Subsidiaries ordered raw materials, supplies, merchandise and other goods and services with an aggregate purchase price for each such supplier of products and/or services to GigOptix, based $500,000 or more during the twelve-month period ended on amounts paid or payable the Balance Sheet Date (each, a “GigOptix Significant SupplierMajor Suppliers”) and GigOptix the amount for which each such Major Supplier invoiced the Company and the Subsidiaries during such period. Except as set forth on Schedule 4.30(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from of, nor to the Knowledge of Sellers is there a reasonable expectation of, a materially adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any GigOptix Significant Major Supplier that such supplier shall will not continue sell raw materials, supplies, merchandise and other goods to the Company and the Subsidiaries after the Closing Date on terms and conditions similar to those used in its current sales. To the Knowledge of Sellers, no Major Supplier has otherwise threatened to take any action described in the preceding sentence as a supplier to GigOptix or any result of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any consummation of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsContemplated Transactions.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.27(a) sets forth a true, correct and complete list of (i) the top twenty (20) customers, measured by net sales, of the 10 largest sources of revenues Fluids Business for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 2023 and (eachii) the twenty (20) customers, a measured by net sales, of the Fluids Business for the six months ended June 30, 2024 (collectively, the “GigOptix Significant CustomerTop Customers”). From December 31, 2023 to the date of this Agreement, none of the Top Customers have given any Fluids Entity notice that it intends to terminate, cancel or materially and GigOptix adversely change its relationship with such Fluids Entity. No Top Customer has no knowledge a 49 material dispute with any Fluids Entity. No Top Customer has stopped, materially decreased the rate of, or materially changed the payment or price terms with respect to, buying products or services from any of any material dissatisfaction on the part Fluids Entities (and none of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not the Fluids Entities have received any written orwritten, or to GigOptix’s knowledgethe Knowledge of Seller, oral other notice from that any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate do so or materially modify existing Contracts with GigOptix (otherwise has Knowledge of any facts, events, conditions or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns circumstances that would not reasonably be expected to result in any Top Customer doing so). To the Knowledge of Seller, there is no reason to believe that the consummation of the Transactions is reasonably likely to have a reversal Material Adverse Effect on the business relationship of any material amount of revenue by GigOptixFluids Entity with any Top Customer. (b) GigOptix has no outstanding material dispute concerning products and/or services provided Schedule 3.27(b) sets forth a true, correct and complete list of (i) the top fifteen (15) suppliers, measured by any supplier whodollar volume of purchases, in of the Fluids Business for the year ended December 31, 2010 was one 2023 and (ii) the top fifteen (15) suppliers, measured by dollar volume of purchases, of the 10 largest suppliers Fluids Business for the six months ended June 30, 2024 (collectively, the “Top Suppliers”). From December 31, 2023 to the date of this Agreement, none of the Top Suppliers has given any Fluids Entity notice that it intends to terminate, cancel or materially and adversely change its relationship with such Fluids Entity. No Material Supplier has a material dispute with any Fluids Entity. No Top Supplier has stopped, materially decreased the rate of, or materially changed the payment or price terms with respect to, supplying products and/or or services to GigOptixthe Fluids Entities (and none of the Fluids Entities have received any written, based on amounts paid or payable (eachto the Knowledge of Seller, a “GigOptix Significant Supplier”) and GigOptix other notice that any Top Supplier intends to do so or otherwise has no knowledge Knowledge of any material dissatisfaction facts, events, conditions or circumstances that would reasonably be expected to result in any Top Supplier doing so). To the Knowledge of Seller, there is no reason to believe that the consummation of the Transactions is reasonably likely to have a Material Adverse Effect on the part business relationship of any GigOptix Significant Fluids Entity with any Top Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.15(a) of the 10 largest sources Disclosure Schedule sets forth a true and complete list of revenues for GigOptix, the top ten (10) customers of the Business based on amounts paid or payable in revenue of the year ended December 31Business for the twelve (12) month period prior the Execution Date, 2010 and the amount for which each such customer was invoiced during such period (eachcollectively, a the “GigOptix Significant CustomerMaterial Customers”). To the Existing Member’s Knowledge, and GigOptix no member of the Sasol Group has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice that any of such Material Customers (excluding any Material Customers that have month-to-month Contracts with respect to the Business) (i) has ceased or materially reduced, or will cease or substantially reduce, use of products or services relating to the Business or (ii) has sought, or is seeking, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends reduce the price it will pay for the products and services relating to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixBusiness. (b) GigOptix Section 3.15(b) of the Disclosure Schedule sets forth a true and complete list of the suppliers (other than law firms, accounting and audit firms, insurers, financial advisers or employee benefits administrators) with which the Sasol Group has made expenditures greater than one million dollars ($1,000,000) in the aggregate in connection with the Business during the twelve (12) month period prior to the Execution Date, and the amount for which each such supplier invoiced the Sasol Group with respect to the Business during such period (the “Material Suppliers”). To the Existing Member’s Knowledge, no outstanding member of the Sasol Group has received any written notice that there has been any material dispute concerning products and/or adverse change in the price of such supplies or services provided by any supplier whosuch Material Supplier (excluding any Material Suppliers that have month-to-month Contracts with respect to the Business), in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or or that any such Material Supplier will not sell supplies or services to GigOptixthe Company at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Sasol Group, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) subject to general and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termscustomary price increases.

Customers and Suppliers. 10.24.1 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) GigOptix has no outstanding material disputes concerning its the names and addresses of all customers and distributors that ordered products and/or services of the Business from the Seller with any an aggregate value for each such customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 INR 1,000,000 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its SubsidiariesIndian Rupee One Million) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history more during the 12 (twelve) month period ended 31 March 2011; and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 amount for which each such customer or distributor was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplierinvoiced during such period. Since January 1, 2011, GigOptix The Seller has not received any written notice and to the Seller’s Knowledge, no significant customer or distributor of the Seller: (A) has ceased, or shall cease, to buy the products of the Business; (B) has substantially reduced, or shall substantially reduce, the purchase of products of the Business; or (C) has sought, or is seeking, to reduce the price it shall pay for products of the Business, including in each case after the consummation of the transactions contemplated by this Agreement. All sales made to customers and distributors in the past year have been made in the Ordinary Course of Business and the Seller has not increased its level of sales during such period in such a manner as to increase the amount of accounts receivable for conversion into cash prior to the Closing or decrease the demand for the products of the Business in the distribution chain of customers or distributors following the Closing. 10.24.2 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) the names and addresses of all suppliers from any GigOptix Significant Supplier that which the Seller ordered raw materials, supplies, merchandise and other goods and services for the Business with an aggregate purchase price for each such supplier shall not continue as a supplier to GigOptix of INR 500,000 (Indian Rupee Five Hundred Thousand) or any of its Subsidiaries or that more during the 12 (twelve) month period ended 31 March 2011; and (b) the amount for which each such supplier intends invoiced the Seller during such period. The Seller has not received any written notice of, and to terminate the Seller’s Knowledge, there have not been any material adverse changes in the price of such raw materials, supplies, merchandise or materially modify existing Contracts with GigOptix (other goods or the Surviving Corporationservices. The Seller does not have any reason to believe that any supplier would not sell raw materials, Endwave or any of its Subsidiaries). GigOptix has accesssupplies, on commercially reasonable terms, to all products merchandise and other goods and services reasonably necessary to carry the Purchaser at any time after the Closing on terms and conditions similar to those used in its current sales to the GigOptix BusinessesSeller, subject to general and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termscustomary price increases.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.21(a) of the 10 largest sources Descartes Disclosure Schedule sets forth a complete and accurate list of revenues for GigOptix, the top twenty (20) purchasers of Transferred Ag Active Ingredients based on amounts paid sales revenue for the twelve-month period ended December 31, 2016 (collectively, the “Ag Ingredient Customers”), together with the amount received during such period. Other than Contracts with Ag Ingredient Customers that may expire in the ordinary course of business or payable may be terminated by such Ag Ingredient 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 Ag Ingredient Customers continue to be customers of the Ag Business. No Ag Ingredient Customer has materially reduced or disclosed to Descartes an intention to materially reduce its business with the Ag Business below the levels achieved during such period, and, to the Knowledge of Descartes, there is no reason to believe that any such material reduction is likely to occur. As of the date of this Agreement, no Ag Ingredient Customer has terminated its relationship with the Ag Business or threatened in writing to do so. Descartes is not involved in any claim, dispute or controversy with (i) any Ag Ingredient Customer or (ii) any of its other direct customers of the Ag Business that could be material to the Ag Business. (b) Section 3.21(b) of the Descartes Disclosure Schedule sets forth a complete and accurate list of (i) all of the top twenty (20) suppliers of the Ag Business based on the amount expended to purchase chemical intermediates or active ingredients during the year ended December 31, 2010 2016, (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge ii) all suppliers of any chemical intermediate or active ingredient which are the sole source for the Ag Business and (A) are material dissatisfaction on the part of for any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix Transferred Ag Active Ingredient or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its SubsidiariesB) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material have an annual purchase amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in such chemical intermediate or active ingredient greater than $3,500,000 during the year ended December 31, 2010 was 2016, and (iii) the manufacturer which performs the final crystallization step for production of Cyantraniliprole (collectively, the “Ag Material Suppliers”), together with the amount paid during such period. Other than Contracts with Ag Material Suppliers that may expire in the ordinary course of business or may be terminated by such Ag 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 Ag Material Suppliers continue to be suppliers of the 10 largest suppliers of products and/or services Ag Business. No Ag Material Supplier has materially reduced or disclosed to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.Descartes an intention to

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.23(a) of the 10 largest sources Disclosure Schedules sets forth a true and complete list of revenues (i) the names of all customers of the Company and its Subsidiaries (including the Seller and its Affiliates) with a billing for GigOptix, based on amounts paid each such customer of $1,000,000 or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since more from January 1, 20112015 through the Interim Balance Sheet Date, GigOptix has not received any written or(ii) the Contracts with such customers, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that (iii) the amount for which each such customer shall not continue as a customer was invoiced during such period and (iv) the percentage of GigOptix or any the consolidated total sales of the Company and its Subsidiaries or that represented by sales to each such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that during such customer refuses to make payments for products delivered or services renderedperiod. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix The Seller has not received any written notice from any GigOptix Significant Supplier such customers that any such supplier shall not continue as a supplier to GigOptix customers (A) has ceased or any substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. To the knowledge of the Seller, none of such customers has otherwise threatened to or provided oral notice that it will take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (b) Schedule 3.23(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate purchase price for each such supplier intends to terminate of $1,500,000 or materially modify existing more from January 1, 2015 through the Interim Balance Sheet Date, (ii) the Contracts with GigOptix such suppliers and (iii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. The Seller has not received any written notice from any such supplier that there has been any material adverse change in the Surviving Corporationprice of such supplies or services provided by any such supplier, Endwave or that any of such supplier will not sell supplies or services to the Company and its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries), subject to general and customary price increases. GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on To the GigOptix Businesses, and GigOptix has no knowledge of any reason why the Seller, no such supplier has otherwise threatened to or provided oral notice that it will not continue to have such access on commercially reasonable termstake any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) GigOptix Section 4.22(a) of the Disclosure Schedule sets forth a true and complete list of the largest ten (10) suppliers of goods or services to the Company and its Subsidiaries during the twelve (12) month periods ended March 31, 2018 and March 31, 2019 and the six (6) month period ended September 30, 2019, together with the dollar amount of such goods and services purchased by the Company or its Subsidiaries from such suppliers during each such time period. Except as set forth on Section 4.22(a) of the Disclosure Schedule, no supplier listed on Section 4.22(a) of the Disclosure Schedule has cancelled or terminated its relationship with the Company or its Subsidiaries or materially changed the pricing or other terms of its business with the Company or its Subsidiaries, and no outstanding material disputes concerning 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 products and/or business with the Company or its Subsidiaries. To the Knowledge of the Company, no event has occurred that would be reasonably expected to materially and adversely affect the Company’s or its Subsidiaries’ relations with any supplier identified on Section 4.22(a) of the Disclosure Schedule. (b) Section 4.22(b) of the Disclosure Schedule sets forth a true and complete list of the largest ten (10) customers of the Company and its Subsidiaries during the twelve (12) month periods ended March 31, 2018 and March 31, 2019 and the six (6) month period ended September 30, 2019, together with the dollar amount of such goods and services purchased from the Company or its Subsidiaries by such customers during such time period. Except as set forth on Section 4.22(b) of the Disclosure Schedule, no customer listed on Section 4.22(b) of the Disclosure Schedule has cancelled or terminated its relationship with the Company or its Subsidiaries or materially decreased its business with the Company or its Subsidiaries, and no such customer has threatened or notified the Company in writing that it intends to cancel, terminate or materially decrease its business with the Company or its Subsidiaries. To the Knowledge of the Company, no event has occurred that would be reasonably expected to materially and adversely affect the Company’s or its Subsidiaries’ relations with any customer or distributor who was one identified on Section 4.22(b) of the 10 largest sources of revenues for GigOptixDisclosure Schedule. (c) No Person has the exclusive right, based on amounts paid by Contract or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written orotherwise, to GigOptix’s knowledgeadvertise, oral notice from market, sell, provide, manufacture, produce, distribute or supply any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the products or services of the Company or any of its Subsidiaries to any geography, Person or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixotherwise. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. Section 3.21 of the Company Disclosure Letter lists: (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one the names of (i) the twenty (20) most significant customers of the 10 largest sources Company (measured by dollar volume of revenues sales by the Company to such customers) for GigOptixthe period from January 1, based on amounts paid or payable in the year ended 2018 through December 31, 2010 2018 (each“Significant Customers”), (ii) the ten (10) most significant suppliers from which the Company of the Company purchased materials, supplies, services or other goods (measured by dollar volume of purchases by the Company from such suppliers) for the period from January 1, 2018 through December 31, 2018 and (iii) each sole source supplier of the Company for which a commercially reasonable alternative is not available (such suppliers in clauses (ii) and (iii) are collectively referred to as “GigOptix Significant CustomerSuppliers”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix amount for which each such Significant Customer. Since January 1, 2011, GigOptix Supplier invoiced the Company during such period. (b) The Company has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from that (i) any GigOptix Significant Customer has ceased or will cease to purchase or use the Products, equipment, goods or services of the Company or has substantially reduced or will substantially reduce the purchase or use of such Products, equipment, goods or services, (ii) that such customer shall not continue as a customer of GigOptix or any Significant Customer will return any of its Subsidiaries the Products, equipment or goods of the Company that such customer intends it has purchased from the Company, (iii) that any Significant Supplier has ceased or will cease to terminate supply materials, supplies, services or materially modify existing Contracts with GigOptix other goods to the Company after the date hereof on terms and conditions similar in all material respects to those imposed on current sales to the Company or (iv) that any Company distributor has ceased or will cease to purchase, sell or use the Surviving CorporationProducts, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered equipment, goods or services rendered. GigOptix of the Company or has not had any substantially reduced or will substantially reduce the purchase, sale or use of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixsuch Products, equipment, goods or services. (bc) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix The Company has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable termsor, to all products and services reasonably necessary the Knowledge of the Company, oral notice that any clinical trial site participating in the aMAZE IDE Clinical Trial has ceased enrolling participants, become inactive in the aMAZE IDE Clinical Trial or will cease to carry on enroll participants or cease to remain active in the GigOptix Businesses, and GigOptix aMAZE IDE Clinical Trial or has no knowledge of any reason why it substantially reduced or will not continue to have such access on commercially reasonable termssubstantially reduce its activity in the aMAZE IDE Clinical Trial.

Customers and Suppliers. (ai) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the Seller Disclosure Schedules lists the top 10 customers of the Acquired Companies (each a “Top Customer”) for the most recent fiscal year and the first nine months of 2025 and sets forth opposite the name of each such customer the dollar amount and percentage of net sales of the Acquired Companies attributable to such customer. Section 5.20(ii) of the Seller Disclosure Schedules lists the top 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 suppliers (each, each a “GigOptix Significant CustomerTop Supplier”)) to the Acquired Companies for the most recent fiscal year and first nine months of 2025 (based upon dollar amount of purchases by the Acquired Companies) and sets forth opposite the name of each such supplier the dollar amount of purchases attributable to such supplier. No supplier has indicated to the Acquired Companies that it will stop, or decrease the rate of, supplying materials, products or services to the Acquired Companies and GigOptix no customer has no knowledge of any indicated to the Acquired Companies that it will stop, or decrease the rate of, purchasing materials, products or services from the Acquired Companies or require a material dissatisfaction on decrease in price in order to continue purchasing materials, products or services from the part of any GigOptix Significant CustomerAcquired Companies. Since January 1, 2011, GigOptix No Top Customer or Top Supplier has not received any written terminated (whether in writing or, to GigOptixSeller’s knowledgeKnowledge, oral notice orally) any Contract or its relationship with the Acquired Companies. No Top Customer or Top Supplier has received a material reduction or change in the pricing (inconsistent with reductions resulting from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix market conditions) or any other terms of its Subsidiaries relationship with the Acquired Companies. Neither Seller nor either Acquired Company has had any material dispute with any such Top Customer or that such customer intends to terminate or materially modify existing Contracts with GigOptix (Top Supplier from either Seller or the Surviving CorporationAcquired Companies, Endwave or such Top Customer or Top Supplier, providing any of its Subsidiaries) or that detail with respect to such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixdispute. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.25(a) of the 10 Seller Disclosure Schedule sets forth a true and complete list of the (i) fifteen (15) largest sources customers of revenues the Company and its Subsidiaries (on a consolidated basis) for GigOptix, based on amounts paid or payable in the year twelve (12) month period ended December 31, 2010 2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, showing approximate revenue to the Company or the applicable Subsidiary from each such customer during such period. (eachb) Section 3.25(b) of the Seller Disclosure Schedule sets forth a true and complete list of the (i) ten (10) largest suppliers of the Company and its Subsidiaries (on a consolidated basis) for the twelve (12) month period ended December 31, a “GigOptix Significant Customer”)2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, and GigOptix has no knowledge showing approximate purchases by the Company or the applicable Subsidiary to each such supplier during such period. (c) Except as set forth on Section 3.25(c) of any material dissatisfaction on the part of any GigOptix Significant Customer. Since Seller Disclosure Schedule, since January 1, 20112018, GigOptix has the Company and its Subsidiaries have not received any a written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that customer set forth in Section 3.25(a) of the Seller Disclosure Schedule or supplier set forth in Section 3.25(b) of the Seller Disclosure Schedule stating the intention of such customer shall not continue as a customer or supplier, and, to the Knowledge of GigOptix the Company, no such Person intends, to (i) cease doing business with the Company or any of its Subsidiaries or that (ii) change, in a manner materially adverse to the Company, the relationship of such customer intends to terminate or materially modify existing Contracts Person with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of Neither the Company nor its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries is currently involved in a reversal of any material amount dispute with any customer set forth in Section 3.25(a) of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by the Seller Disclosure Schedule or any supplier who, set forth in the year ended December 31, 2010 was one Section 3.25(b) of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsSeller Disclosure Schedule.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.19(a)(i) of the 10 largest sources Disclosure Schedules sets forth the top 30 customers of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable taken as a whole, in terms of GAAP revenue during each of the year ended December 31, 2010 Company’s three preceding fiscal years (eacheach such customer, a “GigOptix Significant Top 30 Customer”). Except as set forth in Section 4.19(a)(ii) of the Disclosure Schedules, and GigOptix no such customer has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1canceled or otherwise terminated, 2011, GigOptix has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral threatened to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written notice from that any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix may cancel or otherwise materially and adversely modify its relationship (including, without limitation, by seeking to renegotiate contractual terms) with the Company or any of its Subsidiaries or limit its purchases from the Company. (b) Section 4.19(b)(i) of the Disclosure Schedules sets forth the top 20 suppliers of the Company and its Subsidiaries, taken as a whole, based upon annual cash payments by the Company or its Subsidiaries to its suppliers, during each of the Company’s three preceding fiscal years (each such supplier, a “Top 20 Supplier”). Except as set forth in Section 4.19(b)(ii) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has received any notice that there has been any material adverse change in the price of such customer intends supplies or services provided by any such supplier (including any Seller and its Affiliates), or that any such supplier (including any Seller and its Affiliates) will not sell supplies or services to terminate the Company or materially modify existing Contracts with GigOptix (or any of its Subsidiaries at any time after the Surviving Corporation, Endwave Closing Date on terms and conditions substantially the same as those used in its current sales to the Company or any of its Subsidiaries. To the Company’s Knowledge, no such supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby. (c) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any Since December 31, 2012, the Company and each of its products returned by a GigOptix Significant Customer thereof except Subsidiaries has engaged in and accounted for normal warranty returns all revenue, pricing, sales, receivables and payables practices in accordance with GAAP and otherwise in the ordinary course of business consistent with past history practice and those returns have not engaged in (i) any trade loading practices or any other promotional, sales, rebate or discount activity with any customers, registrars, resellers or distributors with the effect of accelerating to pre-Closing periods sales that would not result in a reversal of any material amount of revenue by GigOptix. otherwise be expected (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable past practice) to occur in post-Closing periods, (eachii) any practice which would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, a “GigOptix Significant Supplier”(iii) and GigOptix has no knowledge any practice which would have the effect of any material dissatisfaction on postponing to post-Closing periods payments by the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix Company or any of its Subsidiaries that would otherwise be expected (based on past practice) to be made in pre-Closing periods, or that such supplier intends to terminate (iv) any other promotional, sales, rebate or materially modify existing Contracts discount activity or deferred revenue activity, in each case in this clause (iv), in a manner outside the ordinary course of business or inconsistent with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termspast practice.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 6.21(a) sets forth the six largest customers (based on the dollar amount of revenues) of the 10 largest sources Seller for the years ended December 31, 2005 and December 31, 2006 and the ten month period ended October 31, 2007 (the “Material Customers”). (i) None of revenues the Material Customers identified for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix 2006 has no knowledge of any material dissatisfaction on reduced materially its business with the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice Seller from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in levels achieved during the year ended December 31, 2010 was one of 2006 and the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix Seller has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier reason to believe that such supplier shall a Material Customer will do so; (ii) since October 31, 2007, no Material Customer identified for the ten month period ended October 31, 2007 has terminated its relationship with the Seller or threatened to do so, (iii) the Seller has no reason to believe that its relationship with any Material Customer will change in a manner materially adverse to the Seller or the Business and (iv) the Seller is not continue as a supplier to GigOptix involved in any claim, dispute or controversy with any of its Subsidiaries customers other than in the Ordinary Course of Business. (b) Schedule 6.21(b) sets forth the six largest suppliers (based on the dollar amount of purchases) of the Seller for the years ended December 31, 2005 and December 31, 2006 and the ten month period ended October 31, 2007 (the “Material Suppliers”). (i) None of the Material Suppliers identified for the year ended December 31, 2006 has reduced materially its sales to the Seller from the levels achieved during the year ended December 31, 2006 other than due to changing demand from the Seller, and the Seller has no reason to believe that a Material Supplier will do so, (ii) since October 31, 2007, no Material Supplier identified for the ten month period ended October 31, 2007 has terminated its relationship with the Seller other than due to changing demand from the Seller or threatened to do so, (iii) the Seller has no reason to believe that such supplier intends its relationship with any Material Supplier will change in a manner materially adverse to terminate or materially modify existing Contracts with GigOptix (the Seller or the Surviving CorporationBusiness and (iv) the Seller is not involved in any claim, Endwave dispute or controversy with any of its Subsidiariessuppliers other than in the Ordinary Course of Business. Schedule 6.21(b) lists all suppliers of significant goods or services (other than electricity, gas, telephone or water) to the Seller with respect to which alternative sources of supply are not readily available on comparable terms and conditions (including all suppliers that are the only reasonably available source). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.14(a) of the 10 largest sources Disclosure Schedule sets forth complete and accurate lists (separated by applicable fiscal year) of revenues the top ten (10) customers of the Business (on a consolidated basis) as measured by the dollar amount of annual recurring revenue, for GigOptix, based on amounts paid or payable in the fiscal year ended December 31, 2010 2021 and the six (each6) month period ended June 30, a 2022 (the “GigOptix Significant CustomerMajor Customers”), together with the amount received by Seller or its Affiliates (as the case may be), in the aggregate, from each Major Customer during such periods in respect of the Business. No Major Customer has (i) materially reduced its business with any Acquired Entity or the Business from the levels achieved during the fiscal year ended December 31, 2021, or (ii) since December 31, 2019, cancelled or otherwise terminated its relationship with the Business or any Acquired Entity and GigOptix neither Seller nor any Acquired Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice, and Seller and the Acquired Entities have no reason to believe, that any Major Customer has ceased, or intends to cease after the Closing, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix use its goods or any of its Subsidiaries services or that such customer intends to otherwise terminate or materially modify existing Contracts reduce or otherwise limit or alter its relationship with GigOptix (any Acquired Entity or the Surviving CorporationBusiness (whether as a result of the consummation of the transactions contemplated by this Agreement, Endwave the other Transaction Documents or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixotherwise). (b) GigOptix has no outstanding material dispute concerning products and/or Section 3.14(b) of the Disclosure Schedule sets forth complete and accurate lists (separated by applicable fiscal year) of the top ten (10) suppliers of goods or services provided to the Business (on a consolidated basis) as measured by any supplier whothe dollar volume of purchases, in for the fiscal year ended December 31, 2010 was one 2021 and the six (6) month period ended June 30, 2022 (the “Major Suppliers”), together with the amount of payments to each such Major Supplier during such periods in respect of the 10 largest suppliers Business. No Major Supplier has (i) materially reduced its business with any Acquired Entity or the Business from the levels achieved during the fiscal year ended December 31, 2021, or (ii) since December 31, 2019, cancelled or otherwise terminated its relationship with the Business or any Acquired Entity and neither Seller nor any Acquired Entity has received any notice, and Seller and the Acquired Entities have no reason to believe, that any Major Supplier has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce or otherwise limit or alter its relationship with any Acquired Entity or the Business (whether as a result of products and/or services the consummation of the transactions contemplated by this Agreement, the other Transaction Documents or otherwise). (c) Neither Seller nor any Acquired Entity has received written notice of (or, to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no the knowledge of Seller, has been threatened in respect of) any material dissatisfaction on the part of claim, dispute or controversy with any GigOptix Significant Major Customer or Major Supplier. Since January 1, 2011, GigOptix and no Acquired Entity has not received any written notice from of (or, to the knowledge of Seller, has been threatened in respect of) any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix material claim, dispute or controversy with any of its Subsidiaries other customers or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termssuppliers.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one each of the 10 largest sources top ten customers of revenues the Company and its Subsidiaries (by volume in dollars of sales to such customers) for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 twelve-month period immediately preceding the Most Recent Balance Sheet Date (eacheach such person, a “GigOptix Significant Major Customer”), ) and GigOptix has no knowledge the amount of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that revenues accounted for by such customer shall not continue during each such period and (b) each of the top five suppliers of the Company and its Subsidiaries (by volume in dollars of purchases from such suppliers) for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a “Major Supplier”). Except as a customer of GigOptix or set forth on Schedule 3.23, between the Most Recent Balance Sheet Date and the date hereof, neither the Company nor any of its Subsidiaries or has received written notice from any Major Customer, nor, to the Knowledge of the Company, has any Major Customer threatened, that such customer it intends to terminate or materially modify its existing Contracts agreement with GigOptix (the Company and its Subsidiaries, or materially reduce the Surviving Corporationaggregate amount paid to the Company and its Subsidiaries for products and services. Except as set forth on Schedule 3.23, Endwave or between the Most Recent Balance Sheet and the date hereof, neither the Company nor any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix Subsidiaries has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Major Supplier, nor, to the Knowledge of the Company, has any Major Supplier threatened, that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier it intends to terminate or materially modify its existing Contracts agreement with GigOptix (the Company and its Subsidiaries, or materially increase the Surviving Corporationaggregate amount charged to the Company and its Subsidiaries for products and services. As of the date hereof, Endwave or neither the Company nor any of its Subsidiaries). GigOptix Subsidiaries has access, on commercially reasonable termsreceived written notice from any Major Customer or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise seek relief from or make an assignment for the benefit of its creditors and, to all products and services reasonably necessary to carry on the GigOptix BusinessesCompany’s Knowledge, and GigOptix no such notice or action has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsbeen threatened.

Customers and Suppliers. (a) GigOptix Schedule 3.22(a) of the Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of the 15 largest direct customers (each such customer, a “Top Direct Customer”) of the Company and its Subsidiaries (including the MBS Parties and their respective Related Parties) based on the aggregate dollar amount of sales for the 12-month period ended August 31, 2016, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. The MBS Parties have not received any notice that any of such customers (including any of the MBS Parties and their respective Related Parties) (A) has no ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or otherwise materially modify the other terms of the existing relationship with the Company or its Subsidiaries, (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries, (C) has any outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix Company or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or any claims against the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix Company or any of its Subsidiaries or that such supplier intends (D) has otherwise indicated to terminate the Company or materially modify existing Contracts any of its Subsidiaries any material dissatisfaction with GigOptix (or its relationship with the Surviving Corporation, Endwave Company or any of its Subsidiaries). GigOptix To the knowledge of the MBS Parties, none of such customers (including any of the MBS Parties and their respective Related Parties) has accessotherwise threatened to take any action described in clause (A) or clause (B) of the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (b) Schedule 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of the 15 largest wholesale customers (each such customer, a “Top Wholesale Customer”) of the Company and its Subsidiaries (including the MBS Parties and their respective Related Parties) based on commercially reasonable termsthe aggregate dollar amount of sales for the 12-month period ended August 31, 2016, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. The MBS Parties have not received any notice that any of such customers (including any of the MBS Parties and their respective Related Parties) (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or otherwise materially modify the other terms of the existing relationship with the Company or its Subsidiaries, (B) has sought, or is seeking, to all reduce the price it will pay for the services of the Company or its Subsidiaries, (C) has any outstanding disputes concerning products and/or services of the Company or any of its Subsidiaries or any claims against the Company or any of its Subsidiaries or (D) has otherwise indicated to the Company or any of its Subsidiaries any material dissatisfaction with its relationship with the Company or any of its Subsidiaries. To the knowledge of the MBS Parties, none of such customers (including any of the MBS Parties and services reasonably necessary their respective Related Parties) has otherwise threatened to carry take any action described in clause (A) or clause (B) of the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) Schedule 3.22(c) of the Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of the 15 largest suppliers (each such supplier, a “Top Supplier”) of the Company and its Subsidiaries (including the MBS Parties and their respective Related Parties) based on the GigOptix Businessesaggregate dollar amount of purchases for the 12-month period ended August 31, 2016, and GigOptix (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. The MBS Parties have not received any notice that (A) there has no been any adverse change in the price of such supplies or services provided by any such supplier (including any of the MBS Parties and their respective Related Parties) or any such supplier intends to materially modify the other terms of the existing relationship with the Company or its Subsidiaries, (B) any such supplier (including any of the MBS Parties and their respective Related Parties) will not sell supplies or services to the Company and its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and customary price increases, (C) any such supplier has any outstanding disputes concerning the Company or any of its Subsidiaries or any claims against the Company or any of its Subsidiaries or (D) any such supplier has otherwise indicated to the Company or any of its Subsidiaries any material dissatisfaction with its relationship with the Company or any of its Subsidiaries. To the knowledge of the MBS Parties, no such supplier (including any reason why it will of the MBS Parties and their respective Related Parties) has otherwise threatened to take any action described in clause (A) or clause (B) of the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (d) The Company does not continue have, and its Subsidiaries do not have, a partnership, joint venture, agency, franchise or other relationship with any customer or supplier, other than the relationship of independent contractors. (e) To the knowledge of the MBS Parties: (i) the Company and its Subsidiaries have implemented certain policies and procedures regarding supply chain management and inventory sourcing, a description of which has been previously delivered to Buyer; and (ii) the Company and its Subsidiaries (and their respective Representatives) have previously delivered certain information to Buyer related to such access on commercially reasonable termspolicies and procedures, which information is true and correct in all material respects (the information and materials described in clauses (i) and (ii) are referred to, collectively, as the “P&P Materials”).

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.19(a) of the 10 Seller Disclosure Schedule sets forth a true and complete list of (i) the twenty (20) largest sources customers of revenues Seller, on a consolidated basis determined by dollar volume of sales, for GigOptix, based on amounts paid or payable in each of the year years ended December 31, 2010 2019 and 2020 and for the period from January 1, 2021 to April 30, 2021 (eachcollectively, the “Top Customers”) and (ii) the twenty-five (25) largest suppliers of or vendors to Seller, including, without limitation, any professional employer organization, on a consolidated basis determined by dollar volume of expenditures, for the period from January 1, 2020 to the April 30, 2021 (collectively, the “GigOptix Significant CustomerTop Suppliers”). (b) Except as set forth on Section 3.19(b) of the Seller Disclosure Schedule: (i) Seller does not have any outstanding disputes with any Top Customer. No Top Customer has terminated, cancelled, or modified, or has, to the Knowledge of Seller, threatened to terminate, cancel or modify or expressed any material dissatisfaction with, its business relationship with Seller. Except as set forth in Section 3.19(b)(i) of the Seller Disclosure Schedule, Seller has not received any notice that any Top Customer intends to cease or substantially reduce its business with Seller after the announcement of this Agreement and/or the Closing. (ii) Seller does not have any outstanding disputes concerning products and/or services provided to Seller by any Top Supplier, and GigOptix has there is no knowledge of any material dissatisfaction on the part of Seller with respect to any GigOptix Significant CustomerTop Supplier. Since January 1No Top Supplier has terminated, 2011cancelled or modified, GigOptix or, to Knowledge of Seller, threatened to terminate, cancel or modify or expressed any material dissatisfaction with, its business relationship with Seller. Except as set forth in Section 3.19(b)(ii) of the Seller Disclosure Schedule, Seller has not received any written or, to GigOptix’s knowledge, oral notice from that any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer Top Supplier intends to terminate cease or materially modify existing Contracts substantially reduce its business with GigOptix (or Seller after the Surviving Corporation, Endwave or any announcement of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedthis Agreement and/or the Closing. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix Seller has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesBusiness as presently conducted and, and GigOptix no Top Supplier has no knowledge notified Seller of any reason why it will circumstance in existence that would cause Seller to not continue to have such access on commercially reasonable termsterms following Closing as reasonably necessary to carry on the Business as presently conducted by Seller.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.22(a) of the 10 Seller Disclosure Letter sets forth the 20 largest sources (by revenue) customers of revenues the Business for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 2017 (each, a such customers the “GigOptix Significant CustomerTop Customers”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 20112017 and except as disclosed in Section 3.22(a) of the Seller Disclosure Letter, GigOptix no Top Customer has not received notified Seller, the Company or any written orCompany Subsidiary in writing of, nor to GigOptix’s knowledgethe Knowledge of Seller do any circumstances exist that would reasonably be expected to result in, oral notice from a full or partial termination or material adverse alteration of its business relationship with the Business, including: (i) any GigOptix Significant Customer material decrease in the price that any such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends is willing to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments pay for products delivered or services rendered. GigOptix has not had of the Business; (ii) any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns change in payment or delivery terms that would not result in adversely affect the Business after the Closing or (iii) a reversal proposed bankruptcy or change of control of any material amount of revenue by GigOptixsuch Top Customer. (b) GigOptix has no outstanding material dispute concerning products and/or services provided Section 3.22(b) of the Seller Disclosure Letter sets forth the 10 largest (by any supplier who, in dollar volume) equipment suppliers of the Business for the year ended December 3120, 2010 was one of 2017 (such suppliers the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant SupplierTop Suppliers”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier). Since January 1, 20112017 and except as set forth on Section 3.22(b) of the Seller Disclosure Letter, GigOptix no Top Supplier has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix notified Seller, the Company or any Company Subsidiary in writing of, nor to the Knowledge of Seller do any circumstances exist that would reasonably be expected to result in, a full or partial termination or material adverse alteration of its Subsidiaries business relationship with the Business, including: (i) any material increase in the price that any such Top Supplier will charge for products or services sold to the Business; (ii) any change in the payment or delivery terms that such supplier intends to terminate would adversely affect the Business after the Closing; or materially modify existing Contracts with GigOptix (iii) a proposed bankruptcy or the Surviving Corporation, Endwave or any change of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge control of any reason why it will not continue to have such access on commercially reasonable termsTop Supplier.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.18(a) of the 10 largest sources Seller Disclosure Schedules identifies the revenues received from the top twenty customers of revenues for GigOptix, based on amounts paid or payable the Industrial Wood Business in the fiscal year ended December 31October 28, 2010 2016 (each, a the “GigOptix Significant CustomerKey Customers”). As of the date of this Agreement, and GigOptix none of the Key Customers has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1cancelled or otherwise terminated, 2011, GigOptix has not received any written or, to GigOptix’s knowledgethe Knowledge of Seller, oral threatened in writing to cancel or otherwise terminate its relationship with Seller or any of the Industrial Wood Subsidiaries with respect to the Industrial Wood Business. As of the date of this Agreement, neither Seller nor any of the Industrial Wood Subsidiaries has received written notice from any GigOptix Significant Customer such Key Customer, nor does Seller have Knowledge, that such customer shall not continue as a customer of GigOptix Key Customer intends to cancel or otherwise materially and adversely modify its relationship (including by seeking to renegotiate contractual terms) with Seller or any of its the Industrial Wood Subsidiaries or that such customer intends with respect to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixIndustrial Wood Business. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Section 3.18(b)(i) of the 10 largest Seller Disclosure Schedules sets forth a list of the Industrial Wood Business’s top five (5) suppliers of products and/or goods or services in terms of aggregate purchases by Seller and any Industrial Wood Subsidiary for the fiscal years ended October 28, 2016 (the “Key Suppliers”). As of the date of this Agreement, none of the Key Suppliers has cancelled or otherwise terminated, or, to GigOptixthe Knowledge of the Sellers, based threatened in writing to cancel or otherwise terminate its relationship with Seller or any of the Industrial Wood Subsidiaries with respect to the Industrial Wood Business. Except as set forth on amounts paid or payable (eachSection 3.18(b)(ii) of the Seller Disclosure Schedules, no supplier of the Industrial Wood Business is a “GigOptix Significant Supplier”) and GigOptix has no knowledge sole source of supply of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier good or material service to GigOptix Seller or any of its Subsidiaries or that such supplier intends Industrial Wood Subsidiary with respect to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsIndustrial Wood Business.

Customers and Suppliers. (a) GigOptix Section 2.21(a) of the Disclosure Schedule sets forth a true, correct, and complete list of the top fifteen (15) customers of Seller relating to the Business for the most recently ended fiscal year and for the 12-month period ended April 30, 2017 and the dollar amount of sales to each such customer during such period. Except as set forth in Section 2.21(a) of the Disclosure Schedule, since December 31, 2015, no such customer has no outstanding cancelled or otherwise terminated, materially reduced, or indicated that it may have any intent to cancel, not renew, terminate, materially reduce, or adversely modify its purchases from the Business or its relationship with Seller, nor is there any dispute therewith, nor does Seller have Knowledge that any such event could reasonably be expected to occur. Seller does not provide any customer any preferential terms or discounts other than on a one-off basis, and any current discounts or material disputes concerning its deviations from standard pricing is set forth in Section 2.21(b) of the Disclosure Schedule. None of the Affiliates of Seller provides any customer any preferential terms or discounts, or otherwise bundles (or provides any similar arrangement) products and/or services (on a de facto or de jure basis) for the direct or indirect benefit of Seller. All Contracts or other arrangements with any customer or distributor who was one customers of Seller relating to the 10 largest sources of revenues for GigOptix, based Business are on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixarms’ length terms. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any Section 2.21(b) of the Disclosure Schedule sets forth a true, correct, and complete list of the top fifteen (15) suppliers or vendors of Seller for the most recently ended fiscal year and for the 12-month period ended April 30, 2017 and the dollar amount of purchases from each such supplier whoduring such period. Except as set forth in Section 2.21(b) of the Disclosure Schedule, in the year ended since December 31, 2010 was one 2015, no such supplier or vendor has cancelled or otherwise terminated, materially reduced, or indicated that it may have any intent to cancel, not renew, terminate, materially reduce, or adversely modify its sales to the Business or its relationship with Seller, nor is there any dispute therewith, nor does Seller have Knowledge that any such event could reasonably be expected to occur. Seller does not benefit from any preferential terms or discounts from any supplier or vendor directly or indirectly as a result of the 10 largest suppliers any de facto or de jure bundling (or similar arrangement) of products and/or or services with any products or services sold to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries Affiliates, and all Contracts or that such supplier intends other arrangements with suppliers and vendors relating to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any Business of its Subsidiaries). GigOptix has access, Seller are on commercially reasonable arms’ length terms, to all products and services reasonably necessary to carry on in each case other than in respect of the GigOptix Businesses, and GigOptix has no knowledge Real Property Leases which will be terminated as of any reason why it will not continue to have such access on commercially reasonable termsthe Closing.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.19 of the 10 Disclosure Schedules lists: (i) the twenty (20) largest sources customers of revenues for GigOptix, based on amounts paid or payable in the Target Companies (measured by aggregate ▇▇▇▇▇▇▇▇) during the fiscal year ended December 31, 2010 2022 and including through October 31, 2023 (eachthe “Material Customers”) and (ii) the twenty (20) largest suppliers of materials, a products or services to the Target Companies (measured by aggregate dollars spent) during the fiscal year ended December 31, 2022 and including through October 31, 2023 (the “GigOptix Significant CustomerMaterial Suppliers”, and together with the Material Customers, the “Material Customers and Suppliers”). As of the date of this Agreement, no Material Customer or Material Supplier has cancelled, terminated or materially adversely changed the pricing or other terms of its business relationship with the applicable Target Company within the last twelve (12) months, or notified the Seller Parties or such Target Company during such twelve (12) month period of any intent to do so. (b) The Target Companies maintain good relations with the Material Customers and Suppliers, and GigOptix no such party has no knowledge canceled, terminated, modified or made any threat in writing to cancel, terminate or otherwise modify its relationship with or to decrease its services or supplies or its direct or indirect purchase or usage of the products or services of the Target Companies. No fact, circumstance, condition or situation exists which, after notice or lapse of time or both, reasonably would cause the benefits of any material dissatisfaction on relationship with any of the part Material Customers and Suppliers not (c) Other than in the Ordinary Course of Business, no rebates (volume or otherwise) discounts or benefits are due, accruing due or payable to any customer of any GigOptix Significant CustomerCompany. Since January 1, 20112020, GigOptix there has not received been no material change (apart from normal price changes) in (i) the manner in which the Target Companies extend discounts, credits or warranties to customers or otherwise deal with customers or (ii) the customary payment or collection cycles for, or the terms and conditions of, any written orpayables or receivables or other debt of the Business. Other than Material Suppliers for which there are alternative suppliers reasonably available to provide the applicable product or service, to GigOptix’s knowledgeno Material Supplier is a sole source supplier, oral notice from nor during the last twelve (12) months has any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or Company been dependent upon any one supplier for more than ten percent (10%) by value of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedpurchases. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix4.20. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 5.22(a) of the 10 largest sources Disclosure Schedule sets forth a true, complete and correct list of revenues the Companies’ top twenty (20) customers for GigOptix(i) fiscal year 2018 and (ii) the seven (7) month period ended on July 31, 2019 (each a “Material Customer”) based on amounts paid or payable in the year ended December 31aggregate net sales of the Companies and their respective Subsidiaries, 2010 (eachon a consolidated basis, a “GigOptix Significant Customer”), to such Persons during such periods and GigOptix has no knowledge sets forth opposite the name of any material dissatisfaction on each such Material Customer the part dollar amount and percentage of any GigOptix Significant Customernet sales of the Companies attributable to such Material Customer during same such time periods. Since January 1, 2011, GigOptix has not None of the Companies nor their respective Subsidiaries have received any written ornotice that any of its Material Customers has ceased, or intends to cease, to GigOptix’s knowledge, oral notice purchase goods from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Companies or to otherwise terminate or adversely modify or materially reduce its relationship with the Companies or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its their respective Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier whoSection 5.22(b) of the Disclosure Schedule sets forth a true, in complete and correct list of the Companies’ top twenty (20) suppliers for (i) fiscal year 2018 and (ii) the seven (7) month period ended December on July 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable 2019 (each, each a “GigOptix Significant Material Supplier”) and GigOptix has no knowledge of any material dissatisfaction based on the part aggregate net sales of any GigOptix Significant Supplierthe Companies and their respective Subsidiaries, on a consolidated basis, to such Persons during such periods and sets forth opposite the name of each such Material Supplier the dollar amount and percentage of net purchases of the Companies and their respective Subsidiaries attributable to such Material Supplier during such time periods. Since January 1, 2011, GigOptix has The Companies and their Subsidiaries have not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Companies or the Subsidiaries or that such supplier intends to otherwise terminate or adversely modify or materially modify existing Contracts reduce its relationship with GigOptix (the Companies or the Surviving Corporation, Endwave or any of its their respective Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.21(a) of the 10 largest sources PMSC Disclosure Schedule sets forth (i) the top 35 customers of revenues for GigOptix, PMSC (based on amounts paid or payable in the dollar amount of sales to such customers) for the year ended December 31, 2010 2009 and the top 20 customers of PMSC (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction based on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material dollar amount of revenue by GigOptix. (bsales to such customers) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in for the year ended December 31, 2010 was one of 2008 (the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant SupplierMaterial Customers”) and GigOptix (ii) all former Internet banking and ▇▇▇▇ payment customers of PMSC since December 31, 2007. Subject to the receipt of the consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the PMSC Disclosure Schedule, (i) all Material Customers continue to be customers of PMSC and none of such Material Customers has no reduced materially its business with PMSC from the levels achieved during the year ended December 31, 2009, and, to the knowledge of PMSC, no such reduction will occur; (ii) no Material Customer has terminated its relationship with PMSC, nor has PMSC received notice or otherwise has knowledge that any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix Material Customer or any of its Subsidiaries or that such supplier other customers intends to terminate do so; (iii) PMSC is not currently involved in any claim, dispute or materially modify existing Contracts controversy with GigOptix any Material Customer and (iv) PMSC is not currently involved in any claim, dispute or the Surviving Corporation, Endwave or controversy with any of its Subsidiariesother customers. (b) Section 3.21(b) of the PMSC Disclosure Schedule sets forth the top 10 suppliers of PMSC (based on the dollar amount of purchases from such suppliers) for each of the years ended December 31, 2009 and December 31, 2008 (the “Material Suppliers”). GigOptix Subject to the receipt of the consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the PMSC Disclosure Schedule, (i) all Material Suppliers continue to be suppliers of PMSC and none of such Material Suppliers has accessreduced materially its business with PMSC from the levels achieved during the year ended December 31, on commercially reasonable terms2009, and to all products the knowledge of PMSC, no such reduction will occur; (ii) no Material Supplier has terminated its relationship with PMSC, nor has PMSC received notice or otherwise has knowledge that any Material Supplier intends to do so; (iii) PMSC is not involved in any claim, dispute or controversy with any Material Supplier; and (iv) PMSC is not involved in any claim, dispute or controversy with any of its other suppliers. Except as set forth at Section 3.21(b) of the PMSC Disclosure Schedule, no supplier to PMSC represents a sole source of supply for goods and services reasonably necessary to carry on used in the GigOptix Businesses, and GigOptix has no knowledge conduct of any reason why it will not continue to have such access on commercially reasonable termsPMSC’s business.

Customers and Suppliers. Schedule 2.17 contains a complete and accurate list of the top thirty (30) Seller Customers by total sales, showing the total sales to each such customer during 2012 and for the 10-month period ended October 25, 2013. Schedule 2.17 also contains a complete and accurate list of all current suppliers of the Business in terms of cost of goods supplied to the Business during 2012 and for the 10-month period ended October 25, 2013. Except as noted on Schedule 2.17, neither Seller nor its Subsidiaries has received any notice that any of the Seller Customers listed on Schedule 2.17 (a) GigOptix has no outstanding material disputes concerning its ceased or substantially reduced, or intends to cease or substantially reduce, use of products and/or or services with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid Business or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix b) has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since sought since January 1, 2011, GigOptix or is seeking, to reduce the price it will pay for the products and services of the Business. Further, to the actual knowledge of the Management Employees after consultation with Seller’s or its Subsidiaries’ customer account representatives with respect to the top ten (10) Seller Customers by total sales (the “Top Ten Customers”), no such Top Ten Customer has not otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Except as noted on Schedule 2.17, neither Seller nor its Subsidiaries has received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix Business has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since sought since January 1, 2011, GigOptix has not received or is seeking, any written notice from any GigOptix Significant Supplier that change in the price offered or the services provided during 2013 by such supplier shall of the Business, or that any supplier of the Business will not continue sell supplies or services to the Business at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Business. Further, to the actual knowledge of the Management Employees after consultation with Seller’s or its Subsidiaries’ purchasing department with respect to the top ten (10) suppliers of the Business, no supplier of the Business has otherwise threatened to take any action described in the preceding sentence as a supplier to GigOptix or any result of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any consummation of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products the transactions contemplated by this Agreement and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsTransaction Documents.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.20(a) sets forth the ten (10) largest customers (as measured by revenues) of the 10 largest sources of revenues Companies and the Subsidiary for GigOptix, based on amounts paid or payable in the year fiscal years ended December 31, 2010 2013 and the nine (9) month period ended September 30, 2014 (each, a “GigOptix Significant Material Customer”)) and sets forth opposite the name of each such Material Customer the approximate dollar value of revenues attributable to such Material Customer for each such period. There is no currently pending or, to the Knowledge of the Companies, threatened dispute between any Company or the Subsidiary and GigOptix has no knowledge of any material dissatisfaction on Material Customer that would reasonably be expected to materially adversely affect the part of relationship between any GigOptix Significant Company or the Subsidiary and any Material Customer. Since January 1the Balance Sheet Date, 2011, GigOptix no Material Customer has not received notified any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer Company or the Subsidiary in writing that such customer shall not continue as a customer Material Customer intends to materially reduce the amount of GigOptix business that it does with any Company or the Subsidiary from the levels it has historically conducted with any of its Subsidiaries Company or the Subsidiary or that such customer it intends to terminate or materially modify existing Contracts its relationship with GigOptix (any Company or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixSubsidiary. (b) GigOptix has no outstanding material dispute concerning products and/or services provided Schedule 3.20(b) sets forth the ten (10) largest suppliers (as measured by any supplier who, in purchases by the year Companies and the Subsidiary) of the Companies and the Subsidiary for the fiscal years ended December 31, 2010 was one of 2013 and the 10 largest suppliers of products and/or services to GigOptixnine (9) month period ended September 30, based on amounts paid or payable 2014 (each, a “GigOptix Significant Material Supplier”) and GigOptix has sets forth opposite the name of each such Material Supplier the approximate dollar value of purchases attributable to such Material Supplier for each such period. There is no knowledge currently pending or, to the Knowledge of the Companies, threatened disputes between any material dissatisfaction on Company or the part of Subsidiary and any GigOptix Significant Material Supplier that that would reasonably be expected to materially adversely affect the relationship between any Company or the Subsidiary and any Material Supplier. Since January 1the Balance Sheet Date, 2011, GigOptix no Material Supplier has not received notified any written notice from any GigOptix Significant Supplier Company or the Subsidiary in writing that such supplier shall not continue as a supplier Material Supplier intends to GigOptix cease supplying any Company or the Subsidiary with the products it has historically supplied to any of its Subsidiaries Company or the Subsidiary or that such supplier it intends to terminate or materially modify existing Contracts its relationship with GigOptix (any Company or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsSubsidiary.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Set forth in Section 5.18(a) of the 10 Disclosure Schedule is a list of the ten (10) largest sources customers of revenues the Company and the Company Subsidiaries (each a "Major Customer") in terms of annual gross sales for GigOptix, based on amounts paid or payable in the year trailing twelve (12)-month period ended December 31, 2010 (each, a “GigOptix Significant Customer”), 2020. Except as set forth in Section 5.18(a) of the Disclosure Schedule and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns the cancellation, modification and resubmission of purchase orders in the ordinary course of business consistent with past history and those returns practice, no Major Customer has notified the Company or any Company Subsidiary in writing, or to the Company's Knowledge, orally that it will or intends to discontinue or terminate its business relationship with the Company or any Company Subsidiary or modify its business relationship with the Company or any Company Subsidiary (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) in a way that would not result in reasonably be expected to materially and adversely affect the Company and the Company Subsidiaries, taken as a reversal of any material amount of revenue by GigOptixwhole. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, Set forth in Section 5.18(b) of the year Disclosure Schedule is a list of the ten (10) largest vendors or suppliers of the Company or the Company Subsidiaries (each a "Major Supplier") in terms of gross annual purchases from such vendors and suppliers for the trailing twelve (12)-month period ended December 31, 2010 was one 2020. Except as set forth in Section 5.18(b) of the 10 largest suppliers Disclosure Schedule, none of products and/or services the Major Suppliers has notified the Company or any Company Subsidiary in writing, or to GigOptixthe Company's Knowledge, based on amounts paid orally that it will or payable may be discontinuing or terminating its business relationship with the Company or any Company Subsidiary or modifying its business relationship with the Company or any Company Subsidiary (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of including any material dissatisfaction on decrease in the part rate or amount of any GigOptix Significant Supplier. Since January 1sales or material increases in the prices charged) in a way that would reasonably be expected to materially and adversely affect the Company and the Company Subsidiaries, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue taken as a supplier whole. (c) Neither the Company nor any Company Subsidiary is engaged in any material dispute with any Major Customer or Major Supplier. (d) The forms of the most recent updated pricing terms for the products of the Company and the Company Subsidiaries that have been made available to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, Buyer have been provided to all products of the customers of the Company and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsCompany Subsidiaries.

Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.13(a) of the 10 largest sources Disclosure Schedules contains a true, correct and complete list of revenues for GigOptix(i) the top six (6) customers of the Seller’s fabrication division of the Business and the top four (4) customers of the Seller’s contracting division of the Business, based on amounts paid or payable in each case by Dollar volume during each of the year ended two (2) preceding calendar years ending December 31, 2010 2021 and December 31, 2022 (eachcollectively, a the “GigOptix Significant CustomerTop Customers”)) and identifying the total revenues attributable to each such Top Customer during such period. None of the Top Customers has notified the Seller in writing that it has cancelled, and GigOptix has no knowledge of any material dissatisfaction on terminated or modified its relationship with the part of any GigOptix Significant Customer. Since January 1Seller or that it intends to cancel, 2011, GigOptix has not received any written terminate or modify its relationship with the Seller or, to GigOptix’s knowledge, oral notice from any GigOptix Significant the extent such Top Customer that such customer shall not continue as is a recurring customer of GigOptix Seller or any has an active project with Seller, materially decrease its business with the Seller. To the Knowledge of its Subsidiaries or that the Seller, following consummation of the Transaction, none of the Top Customers, to the extent such Top Customer is a recurring customer intends of Seller, is likely to terminate cease, modify or materially decrease its business or otherwise modify existing Contracts its relationship with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixSeller. (b) GigOptix has no outstanding material dispute concerning products and/or services provided Section 4.13(b) of the Disclosure Schedules contains a true, correct and complete list of the top nine (9) suppliers of the Seller’s Business, by any supplier who, in Dollar volume during each of the year ended two (2) preceding calendar years ending December 31, 2010 was one of 2021 and December 31, 2022 (collectively, the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant SupplierTop Suppliers”) and GigOptix identifying the total payments attributable to each such Top Supplier during such period. None of the Top Suppliers has no knowledge of any material dissatisfaction on notified the part of any GigOptix Significant Supplier. Since January 1Seller in writing that it has cancelled, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix terminated or any of modified its Subsidiaries relationship with the Seller or that such supplier it intends to cancel, terminate or materially modify existing Contracts its relationship with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable termsSeller, to all products and services reasonably necessary the extent such Top Supplier is a recurring supplier of Seller or has an active project with the Seller, materially decrease its business with the Seller. To the Knowledge of the Seller, following consummation of the Transaction, none of the Top Suppliers, to carry on the GigOptix Businessesextent such Top Supplier is a recurring supplier of the Seller, and GigOptix has no knowledge of any reason why it will not continue is likely to have such access on commercially reasonable termscease modify or materially decrease its business or otherwise modify its relationship with the Seller.