Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Section 2.24(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practice.

Customers and Suppliers. (a) Section 2.24(a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the Company Disclosure Schedule contains a true and correct list 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending ended December 31, 2017 2010 (each such customereach, a “Top GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Neither the Company nor 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 have received written notice, nor does the Company have any knowledge, or that any Top Customer (i) such customer intends to cancel terminate or otherwise materially and adversely modify its relationship existing Contracts with GigOptix (or the Company Surviving Corporation, Endwave or any Subsidiary (whether related of its Subsidiaries) or that such customer refuses to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods make payments for products delivered or services from the Company or rendered. GigOptix has not had any Subsidiary of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past custom history and practice. No Top Customer has the right to or will otherwise receive those returns that would not result in a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018reversal of any material amount of revenue by GigOptix. (b) Section 2.24(b) of GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending ended December 31, 2016 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each such suppliereach, a “Top 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). Neither GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company nor its Subsidiaries GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) such access on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practicecommercially reasonable terms.

Customers and Suppliers. (a) Section 2.24(a3.19(a) of the Company Disclosure Schedule contains is a true complete and correct list of the top twentytwenty (20) largest suppliers to the Company, and its Subsidiaries by aggregate dollar value of purchases during each of the most recently completed fiscal year and the five-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December month period ended May 31, 2017 (each 2007. Since January 1, 2007, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no such customersupplier has canceled or otherwise terminated or materially and adversely modified, a “Top Customer”)or to the Knowledge of the Company, threatened to cancel or otherwise terminate or materially and adversely modify, its relationship with the Company or any of its Subsidiaries. Neither To the Knowledge of the Company, neither the Company nor any of its Subsidiaries have has received written notice, nor does the Company have any knowledge, notice that any Top Customer (i) such supplier intends to cancel or otherwise terminate or materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) of its Subsidiaries on account of the transactions contemplated by this Agreement Transactions or otherwise, except for such modifications or (ii) is threatened with bankruptcy terminations as would not reasonably be expected, individually or insolvency or isin the aggregate, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive have a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Material Adverse Effect. (b) Section 2.24(b3.19(b) of the Company Disclosure Schedule contains is a true complete and correct list of the top twenty-five twenty (2520) currently active suppliers largest customers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, Subsidiaries by aggregate dollar volume value of sales during each of the most recently completed fiscal year and purchases, respectively, for the calendar year ending December five-month period ended May 31, 2016 (each 2007. Since January 1, 2007, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no such suppliercustomer has canceled or otherwise terminated or materially and adversely modified, a “Top Supplier”)or to the Knowledge of the Company, threatened in writing to cancel or otherwise terminate or materially and adversely modify, its relationship with the Company or any of its Subsidiaries. Neither To the Knowledge of the Company neither the Company nor any of its Subsidiaries have has received written notice, nor does the Company have knowledge, any notice that any Top Supplier (i) such customer intends to cancel or otherwise terminate or materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) of its Subsidiaries on account of the transactions contemplated by this Agreement Transactions or otherwise, except for such modifications or (ii) is threatened with bankruptcy terminations as would not reasonably be expected, individually or insolvency or isin the aggregate, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practicehave a Material Adverse Effect.

Customers and Suppliers. (a) Section 2.24(aSchedule 5.14(a) of the Company Disclosure Schedule contains sets forth a true true, correct and correct complete list of the top twenty-five (255) currently active customers, whether direct or wholesale, distributors or licensees customers of Company Products by revenues generated in connection with such customers Seller for the calendar year ending December Business (by sales revenue) to which Seller made sales during the twelve (12) month period ended July 31, 2017 2014 (each such customercollectively, a “Top CustomerMajor Customers”). Neither Except as set forth in Schedule 5.14(a) of the Company nor its Subsidiaries have Seller Disclosure Schedule, since July 31, 2013, Seller has not received any written noticeor, nor does to the Company have any knowledgeKnowledge of Seller, oral notice from a Major Customer that any Top such Major Customer will (ior has threatened to) intends to cancel cancel, terminate, materially limit or otherwise materially and adversely modify its current (or currently proposed) business relationship with Seller other than with respect to requests by Major Customers to delay shipment of products of Seller in the Company or any Subsidiary (whether related to payment, price or otherwise) on account ordinary course of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018business. (b) Section 2.24(bSchedule 5.14(b) of the Company Disclosure Schedule contains sets forth a true true, correct and correct complete list of the top twenty-five (25) currently active suppliers ten vendors of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, Seller for the calendar year Business (by sales revenue) from which Seller purchased products or services during twelve (12) month period ending December July 31, 2016 2014 (each such suppliercollectively, a “Top SupplierMajor Vendors”). Neither Except as set forth in Schedule 5.14(b) of the Company nor its Subsidiaries have Seller Disclosure Schedule, since July 31, 2013, Seller has not received any written noticeor, nor does to the Company have knowledgeKnowledge of Seller, oral notice indicating that any Top Supplier such Major Vendor has ceased, or will (ior has threatened to) intends to cancel cancel, terminate, materially limit or otherwise materially and adversely modify its current (or currently proposed) business relationship with the Company or any Subsidiary Seller. (whether related to payment, price or otherwisec) on account Schedule 5.14(c) sets forth Seller’s standard warranty policy as of the transactions contemplated date hereof. Products manufactured, designed, licensed, leased or sold by this Agreement Seller (A) were free from material defects in construction and design and (B) satisfy any and all Contract or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services other specifications related thereto to the Company extent stated in writing in such Contracts or specifications, in each case, in all material respects. No assertion of material product liability is pending or, to the Knowledge of the Seller, threatened in writing by any Subsidiary consistent with past custom and practicePerson, against Seller relating to any Product. There has not been, nor is there under consideration by Seller, any Product recall or post-sale warning conducted by or on behalf of Seller concerning any Product.

Customers and Suppliers. (a) Section 2.24(aSchedule ‎‎3.22(a) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five ten (2510) currently active suppliers customers of the Company and its Subsidiaries, whether of productstaken as a whole, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for during the calendar year ending 12 months ended December 31, 2016 2024 (a “Significant Customer” XE " QUOTE 0X201C “Significant Customer QUOTE 0X201D ”" \t “‎Section 3.22(a)" ) and (ii) the amount for which each such suppliercustomer was invoiced during such period. The Company has not received any written notice pursuant to which any Significant Customer, a “Top Supplier”). Neither nor, to the Company nor its Subsidiaries have received written noticeknowledge of the Company, nor does the Company have knowledge, has any reason to believe that any Top Supplier Significant Customers has (iA) intends to cancel ceased or otherwise materially and adversely modify its relationship with substantially reduced, or will cease or substantially reduce, use of products or services of the Company or (B) sought, or is seeking, to reduce the price it will pay for the services of the Company. No Significant Customer has threatened in writing or, to the knowledge of the Company, threatened orally to take any Subsidiary (whether related to payment, price or otherwise) on account action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement Agreement. (b) Schedule ‎‎3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) the top ten (10) suppliers of the Company from which the Company and its Subsidiaries ordered products or otherwiseservices during the 12 months ended December 31, or 2024 (a “Significant Supplier” XE " QUOTE 0X201C “Significant Supplier QUOTE 0X201D ”" \t “‎Section 3.22(b)" ) and (ii) is threatened with bankruptcy the amount for which each such supplier invoiced the Company during such period. The Company has not received any written notice nor has any reason to believe that there has been any material adverse change in the price of such supplies or insolvency or isservices provided by any such Significant Supplier, or is reasonably likely to become, otherwise unable to supply goods that any such Significant Supplier will not sell supplies or services to the Company or at any Subsidiary consistent with past custom time after the Closing Date on terms and practiceconditions substantially the same as those used in its current sales to the Company, subject to general and customary price increases. No Significant Supplier has threatened in writing or, to the knowledge of the Company, threatened orally to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) Section 2.24(a5.19(a) of the Company Disclosure Schedule contains sets forth (i) a true and correct list of the ILG’s and its Subsidiaries’ top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees of Company Products 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 connection with such customers each case for the calendar fiscal year ending ended December 31, 2017 and the two (each such customer2)-month period ended February 28, a “Top Customer”)2018. Neither Except as set forth in Section 5.19(b) of the Company nor its Subsidiaries have received written noticeDisclosure Schedule, nor does the Company have any knowledgesince January 1, that any Top Customer 2017: (i) intends to cancel no ILG Top Customer has cancelled, terminated or otherwise reduced substantially the quantity of products or services it purchases from ILG or its Subsidiaries or materially and adversely modify modified the commercial terms of its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of the transactions contemplated by this Agreement or otherwisebusiness), or (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 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 filed or threatened with to file for bankruptcy or insolvency appoint a receiver. Since January 1, 2017, none of the ILG Top Customers of ILG or isany of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ILG and its Subsidiaries in any material respects. ILG and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in any material dispute or is reasonably likely controversy with any ILG Top Customer with respect to become, otherwise unable to purchase goods the supply of products or services from by ILG and its Subsidiaries where the Company amount in controversy or any Subsidiary consistent dispute exceeds $200,000 (other than in connection with past custom routine price negotiations and practicethe resolution of warranty claims, in each case in the ordinary course of business). No Top Customer has the right to or will otherwise receive a reduction Except as set forth in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b5.19(b) of the Company Disclosure Schedule contains a true and correct list Schedule, since January 1, 2017: (i) no ILG Top Supplier has cancelled, terminated or reduced substantially the quantity of the top twenty-five (25) currently active suppliers of the Company products it provides to ILG and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales (ii) ILG and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have not received written notice, nor does the Company have knowledge, notice that any ILG Top Supplier (i) intends to cancel cancel, terminate or otherwise materially reduce substantially the quantity of products it provides to ILG and adversely modify its relationship with the Company Subsidiaries and (iii) to ILG’s Knowledge, no ILG Top Supplier is bankrupt or any Subsidiary (whether related insolvent or has filed or threatened to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with file for bankruptcy or insolvency appoint a receiver. ILG and its Subsidiaries are not, and since January 1, 2017 have not been, engaged in any material dispute or iscontroversy with any ILG Top Supplier with respect to the supply of materials, or is reasonably likely to become, otherwise unable to supply goods products or services to ILG and its Subsidiaries where the Company amount in controversy or any Subsidiary consistent dispute exceeds $150,000 (other than in connection with past custom and practiceroutine price negotiations or resolution of warranty claims, in each case in the ordinary course of business).

Customers and Suppliers. (a) Section 2.24(aSchedule 3.14(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel all customers of the Business which have Contracts (including oral contracts and purchase orders) with any of the BP Asset Selling Entity or otherwise materially any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and adversely modify its relationship (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the Company BP Asset Selling Entity or any Subsidiary of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (whether related b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to paymentbelieve that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or otherwiseproducts 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) on account 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 or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Agreement. (bc) Section 2.24(b) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or any of the Company Disclosure Schedule contains a true Purchased Subsidiaries, subject to general and correct list customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the top twenty-five (25Business listed on Schedule 3.14(a) currently active suppliers has threatened in writing, nor, to the Knowledge of any of the Company and its SubsidiariesBP Parties has otherwise threatened, whether to take any action described in the preceding sentence as a result of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAgreement.

Customers and Suppliers. (a) Section 2.24(a4.19(a)(i) of the Company Disclosure Schedule contains a true and correct list Schedules sets forth the top 30 customers of the top twenty-five (25) currently active customersCompany and its Subsidiaries, whether direct or wholesaletaken as a whole, distributors or licensees in terms of Company Products by revenues generated in connection with such customers for GAAP revenue during each of the calendar year ending December 31, 2017 Company’s three preceding fiscal years (each such customer, a “Top 30 Customer”). Except as set forth in Section 4.19(a)(ii) of the Disclosure Schedules, no such customer has canceled or otherwise terminated, or, to the Knowledge of the Company, threatened to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have has received written notice, nor does the Company have any knowledge, notice that any Top Customer (i) intends to such customer may cancel or otherwise materially and adversely modify its relationship (including, without limitation, by seeking to renegotiate contractual terms) with the Company or any Subsidiary (whether related to payment, price of its Subsidiaries or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services limit its purchases from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Company. (b) Section 2.24(b4.19(b)(i) of the Company Disclosure Schedule contains a true and correct list of Schedules sets forth the top twenty-five (25) currently active 20 suppliers of the Company and its Subsidiaries, whether taken as a whole, based upon annual cash payments by the Company or its Subsidiaries to its suppliers, during each of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 Company’s three preceding fiscal years (each such supplier, a “Top 20 Supplier”). Neither Except as set forth in Section 4.19(b)(ii) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries have has received written noticeany notice that there has been any material adverse change in the price of such supplies or services provided by any such supplier (including any Seller and its Affiliates), nor does the Company have knowledge, or that any Top Supplier such supplier (iincluding any Seller and its Affiliates) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods will not sell supplies or services to the Company or any Subsidiary of 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 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) Since December 31, 2012, the Company and each of its Subsidiaries 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 consistent with past custom practice and 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 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 or any of its Subsidiaries that would otherwise be expected (based on past practice) to be made in pre-Closing periods, or (iv) any other promotional, sales, rebate or discount activity or deferred revenue activity, in each case in this clause (iv), in a manner outside the ordinary course of business or inconsistent with past practice.

Customers and Suppliers. (a) Section 2.24(a4.13(a) of the Company Disclosure Schedule Schedules contains a true true, correct and correct complete list of (i) the top twenty-five six (256) currently active customerscustomers of the Seller’s fabrication division of the Business and the top four (4) customers of the Seller’s contracting division of the Business, whether direct or wholesale, distributors or licensees in each case by Dollar volume during each of Company Products by revenues generated in connection with such customers for the two (2) preceding calendar year years ending December 31, 2017 2021 and December 31, 2022 (collectively, the “Top Customers”) and identifying the total revenues attributable to each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) during such period. None of the Top Customers has notified the Seller in writing that it has cancelled, terminated or modified its relationship with the Seller or that it intends to cancel cancel, terminate or otherwise materially and adversely modify its relationship with the Company Seller or, to the extent such Top Customer is a recurring customer of Seller or any Subsidiary (whether related to paymenthas an active project with Seller, price or otherwise) on account materially decrease its business with the Seller. To the Knowledge of the transactions contemplated by this Agreement or otherwiseSeller, or (ii) following consummation of the Transaction, none of the Top Customers, to the extent such Top Customer is threatened with bankruptcy or insolvency or isa recurring customer of Seller, or is reasonably likely to becomecease, modify or materially decrease its business or otherwise unable to purchase goods or services from modify its relationship with the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Seller. (b) Section 2.24(b4.13(b) of the Company Disclosure Schedule Schedules contains a true true, correct and correct complete list of the top twenty-five nine (259) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwiseSeller’s Business, by dollar Dollar volume during each of sales and purchases, respectively, for the two (2) preceding calendar year years ending December 31, 2016 2021 and December 31, 2022 (collectively, the “Top Suppliers”) and identifying the total payments attributable to each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) during such period. None of the Top Suppliers has notified the Seller in writing that it has cancelled, terminated or modified its relationship with the Seller or that it intends to cancel cancel, terminate or otherwise materially and adversely modify its relationship with the Company Seller, to the extent such Top Supplier is a recurring supplier of Seller or any Subsidiary (whether related to paymenthas an active project with the Seller, price or otherwise) on account materially decrease its business with the Seller. To the Knowledge of the transactions contemplated by this Agreement or otherwiseSeller, or (ii) following consummation of the Transaction, none of the Top Suppliers, to the extent such Top Supplier is threatened with bankruptcy or insolvency or isa recurring supplier of the Seller, or is reasonably likely to become, cease modify or materially decrease its business or otherwise unable to supply goods or services to modify its relationship with the Company or any Subsidiary consistent with past custom and practiceSeller.

Customers and Suppliers. (a) Section 2.24(a3.21(a) of the Company Seller Disclosure Schedule contains a true sets forth an accurate and correct complete list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends the names and addresses of all customers that ordered goods and services from the Seller with an aggregate value for each such customer of $25,000 or more during the 12-month period ended November 30, 2008 and (ii) the amount for which each such customer was invoiced during such period. The Seller has not received any notice or has any reason to cancel believe that any customer of the Seller (A) has ceased, or otherwise materially and adversely modify its relationship with will cease, to use the Company products, goods or any Subsidiary services of the Seller, (whether related 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 paymentreduce the price it will pay for products, price goods or otherwise) on account services of the Seller, including in each case after the consummation of the transactions contemplated by this Agreement Agreement. To the Seller’s Knowledge, no customer described in clause (i) of the first sentence of this subsection (a) 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 the Seller has any right to any credit or otherwise, refund for products or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods sold or services from rendered or to be rendered by the Company Seller pursuant to any Contract with or any Subsidiary consistent with past custom and practice. No Top Customer has practice of the right Seller other than pursuant to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018terms of the applicable Contract. (b) Section 2.24(b3.21(b) of the Company Seller Disclosure Schedule contains a true sets forth an accurate and correct complete list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends 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 $25,000 or more during the 12-month period ended November 30, 2008 and (ii) the amount for which each such supplier invoiced the Seller during such period. The Seller has not received any notice or has any reason to cancel 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 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 materially and adversely modify its relationship with threatened to take any action described in the Company or any Subsidiary (whether related to payment, price or otherwise) on account preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAgreement.

Customers and Suppliers. (a) Section 2.24(aSet forth on SCHEDULE 3.20(A) of the Company Disclosure Schedule contains is a true and correct list of the top twenty-five ten customers (25the "MATERIAL CUSTOMERS") currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers the Acquired Companies for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) the fiscal year ended September 27, 2003 and (ii) the first seven months of the fiscal year ending September 25, 2004 together with the dollar amount of sales made to each Material Customer for each such period. No Material Customer has cancelled, or otherwise terminated, or Threatened to cancel or otherwise terminate, its relationship with any of the Acquired Companies during the twelve (12) months immediately preceding the date hereof or has, during the last twelve (12) months, materially decreased, or Threatened to materially decrease or materially limit, its relationship with any of the Acquired Companies, in a manner that would reasonably be expected to have a materially adverse impact on the aggregate profitability of such relationship to the Acquired Companies. To the Acquired Companies' Knowledge, none of the Material Customers intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement Acquired Companies or otherwise, to materially decrease or (ii) is threatened materially limit its relationship with bankruptcy or insolvency or is, or is any of the Acquired Companies in a manner that would reasonably likely be expected to become, otherwise unable have a materially adverse impact on the aggregate profitability of such relationship to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Acquired Companies. (b) Section 2.24(bSet forth on SCHEDULE 3.20(B) of the Company Disclosure Schedule contains is a true and correct list of the top twenty-five (25) currently active ten suppliers of that accounted for the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by largest dollar volume of sales and purchases, respectively, for purchases by the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier Acquired Companies during (i) intends the fiscal year ended September 27, 2003 and (ii) the first seven months of the fiscal year ending September 28, 2004 (the "MATERIAL SUPPLIERS"). No Material Supplier has cancelled or otherwise terminated, or Threatened to cancel or otherwise terminate, its relationship with any of the Acquired Companies during the twelve (12) months immediately preceding the date hereof or has, during the last twelve (12) months, materially decreased, or Threatened to materially decrease or materially limit, its services, supplies or materials to any of the Acquired Companies in a manner that would reasonably be expected to have a materially adverse impact on the aggregate costs associated with such relationship to the Acquired Companies. To the Acquired Companies' Knowledge, none of the Material Suppliers intend to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement Acquired Companies or otherwiseto materially decrease or materially limit its services, supplies or (ii) is threatened materials to any of the Acquired Companies in a manner that would reasonably be expected to have a materially adverse impact on the aggregate costs associated with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services such relationship to the Company or any Subsidiary consistent with past custom and practiceAcquired Companies.

Customers and Suppliers. (a) Section 2.24(a5.22(a) of the Company Disclosure Schedule contains Schedules sets forth a true and correct list of the top twenty-five ten (2510) currently active customerslargest customers of the Company and its Subsidiaries as measured by the dollar amount of sales derived therefrom, whether direct or wholesaleduring the twelve (12)-month period ended June 27, distributors or licensees of Company Products by revenues generated in connection with such customers for 2025 (the calendar year ending December 31, 2017 (each such customer, a “Top CustomerKey Customers”). Neither the Company nor its Subsidiaries have received written noticeSince June 27, nor does the Company have any knowledge2025, that any Top no such Key Customer has (i) intends to cancel cancelled or otherwise materially and adversely modify terminated its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account with any of the transactions contemplated by this Agreement Company or otherwise, its Subsidiaries or materially reduced or changed in any material and adverse manner to the Company and its Subsidiaries the material terms on which such Key Customer conducts business therewith or (ii) is threatened with bankruptcy or insolvency or isto the knowledge of the Company, or is reasonably likely to become, otherwise unable to purchase goods or services from notified the Company or its Subsidiaries in writing that it intends to terminate its relationship, materially reduce its business with the Company or its Subsidiaries or change in any Subsidiary consistent material and adverse manner to the Company and its Subsidiaries the material terms on which such Key Customer conducts business with past custom Company and practiceits Subsidiaries. No Top Neither the Company nor any of its Subsidiaries are, or since December 31, 2024, have been, engaged in any material dispute with any Key Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018which remains unresolved. (b) Section 2.24(b5.22(b) of the Company Disclosure Schedule contains Schedules sets forth a true and correct list of the top twenty-five ten (2510) currently active largest suppliers of the Company and its SubsidiariesSubsidiaries as measured by the dollar amount of expenditures during the twelve (12)-month period ended June 27, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for 2025 (the calendar year ending December 31, 2016 (each such supplier, a “Top SupplierKey Suppliers”). Neither the Company nor its Subsidiaries have received written noticeSince June 27, nor does the Company have knowledge2025, that any Top no such Key Supplier has (i) intends to cancel cancelled or otherwise materially and adversely modify terminated its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account with any of the transactions contemplated by this Agreement Company or otherwise, its Subsidiaries or materially reduced or changed in any material and adverse manner to the Company and its Subsidiaries the material terms on which such Key Supplier conducts business therewith or (ii) is threatened to the knowledge of the Company, notified the Company or its Subsidiaries in writing that it intends to terminate its relationship, materially reduce its business with bankruptcy the Company or insolvency its Subsidiaries or change in any material and adverse manner to the Company and its Subsidiaries the material terms on which such Key Supplier conducts business with Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is, or is reasonably likely to becomesince December 31, otherwise unable to supply goods or services to the Company or 2024, has been, engaged in any Subsidiary consistent material dispute with past custom and practiceany Key Supplier which remains unresolved.

Customers and Suppliers. (a) Set forth in Section 2.24(a5.18(a) of the Company Disclosure Schedule contains is a true and correct list of the top twenty-five ten (2510) currently active customers, whether direct or wholesale, distributors or licensees largest customers of the Company Products by revenues generated and the Company Subsidiaries (each a "Major Customer") in connection with such customers terms of annual gross sales for the calendar year ending trailing twelve (12)-month period ended December 31, 2017 (each such customer2020. Except as set forth in Section 5.18(a) of the Disclosure Schedule and except for the cancellation, a “Top Customer”). Neither modification and resubmission of purchase orders in the ordinary course of business consistent with past practice, no Major Customer has notified the Company nor its Subsidiaries have received written noticeor any Company Subsidiary in writing, nor does or to the Company have any knowledgeCompany's Knowledge, orally that any Top Customer (i) it will or intends to cancel discontinue or otherwise materially and adversely modify terminate its business relationship with the Company or any Company Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its business relationship with the Company or any Company Subsidiary (whether related including any material reduction in the rate or amount of purchases or material decrease in the prices paid) in a way that would reasonably be expected to paymentmaterially and adversely affect the Company and the Company Subsidiaries, price or otherwisetaken as a whole. (b) on account Set forth in Section 5.18(b) of the transactions contemplated by this Agreement Disclosure Schedule is a list of the ten (10) largest vendors or otherwisesuppliers 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, or (ii2020. Except as set forth in Section 5.18(b) is threatened with bankruptcy or insolvency or isof the Disclosure Schedule, or is reasonably likely to become, otherwise unable to supply goods or services to none of the Major Suppliers has notified the Company or any Company Subsidiary consistent in writing, or to the Company's Knowledge, orally that it will or may be discontinuing or terminating its business relationship with past custom the Company or any Company Subsidiary or modifying its business relationship with the Company or any Company Subsidiary (including any material decrease in the rate or amount of sales or material increases in the prices charged) in a way that would reasonably be expected to materially and practiceadversely affect the Company and the Company Subsidiaries, taken as a 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 Buyer have been provided to all of the customers of the Company and the Company Subsidiaries.

Customers and Suppliers. (a) Section 2.24(aSchedule 4.18(a) of the Company Disclosure Schedule contains Schedules sets forth a true true, correct and correct complete list of the top twenty-five 25 largest enterprise customers (25measured by dollar volume) currently active customers(the “Top Customers”) and total purchases, whether direct or wholesalein dollars, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (from each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectivelyon a consolidated basis, for each of (i) the calendar year ending years ended December 31, 2016 2023, and December 31, 2022 and (each such supplierii) the eleven month period ending November 30, a “Top Supplier”)2024. Neither Except as set forth on Schedule 4.18(a) of the Company nor Disclosure Schedules, none of the Company or any of its Subsidiaries have has received any written notice, nor does the Company have knowledge, notice that any of the Top Supplier (i) intends Customers intend to cancel terminate or otherwise materially and adversely modify its relationship reduce their business with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to its Subsidiaries. None of the Company or any Subsidiary consistent of its Subsidiaries is currently engaged in a material dispute with past custom any Top Customer and, to the Knowledge of the Company, no such material dispute is threatened by any such Top Customer. None of the Company or its Subsidiaries is currently engaged in any renegotiation with any Top Customer related to such Top Customer’s Contract with the Company or its Subsidiaries. No Top Customer has requested a price reduction from that set forth in such Top Customer’s Contract with the Company or its Subsidiaries, other than a de minimis price reduction. (b) Schedule 4.18(b) of the Company Disclosure Schedules sets forth a true, correct and practicecomplete list of the 25 largest suppliers (measured by dollar volume) (the “Top Suppliers”) and total purchases, in dollars, from each such Top Supplier of the Company and its Subsidiaries, on a consolidated basis, during each of (i) the years ended December 31, 2023, and December 31, 2022 and (ii) the eleven month period ending November 30, 2024. Except as set forth on Schedule 4.18(b) of the Company Disclosure Schedules, none of the Company or any of its Subsidiaries has received any written notice that any of the Top Suppliers intend to terminate or materially reduce its business with the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries is currently engaged in a material dispute with any such Top Supplier and, to the Knowledge of the Company, no such material dispute is threatened by any such Top Supplier. None of the Company or its Subsidiaries is currently engaged in any renegotiation with any Top Supplier related to such Top Supplier’s Contract with the Company or its Subsidiaries. No Top Supplier has requested a price increase from that set forth in such Top Supplier’s Contract with from the Company or its Subsidiaries, other than a de minimis price increase. (c) Since December 31, 2023, neither the Company nor any of its Subsidiaries has received any cancellations of Material Contracts that were as a result of or related to deficiencies in the services provided by the Company or any of its Subsidiaries.

Customers and Suppliers. (a) Section 2.24(a) of the Company Disclosure Schedule contains 3.8 sets forth a true and correct list of (a) the top twentynames and addresses of the 20 largest customers of the Company in terms of sales during each of the two fiscal years ended March 31, 2001 and 2002 and for the nine-five month period ended December 29, 2002 (25the "Key Customers"), setting forth the total sales to and total bookings for each such customer during each such period and (b) currently active customersthe names and addresses of the 10 largest suppliers of the Company in terms of purchases during the fiscal years ended March 31, whether direct 2001 and 2002 and for the nine-month period ended December 29, 2002 (the "Key Suppliers"), setting forth for each such supplier the total purchases from each such supplier during each such period. Except as set forth in Schedule 3.8, since April 1, 2001, there has not been any material modification to the terms of any contract with the Key Customers or wholesaleKey Suppliers, distributors including material price decreases in the Company's outputs or licensees material price increases in the Company's inputs, and none of Company Products by revenues generated such contracts has been terminated. Except as set forth in Schedule 3.8, there are no ongoing discussions with any of the Key Customers or Key Suppliers in connection with any modification to the terms of any contract with the Key Customers or Key Suppliers, including price decreases in the Company's outputs or price increases in the Company's inputs, or in connection with any termination of such customers for contracts. To the calendar year ending December 31knowledge of the Parent and the Company, 2017 (each such customer, a “Top Customer”). Neither none of the Company nor its Subsidiaries have received written notice, nor does Key Customers or Key Suppliers has any intention to materially modify the Company have terms of any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship current contract with the Company or terminate any Subsidiary (whether related to payment, price such contract or otherwise) on account materially adversely change its business or relationship with the Company. The consummation of the transactions contemplated by this Agreement Agreement, with or otherwisewithout the giving of notice or the lapse of time or both, will not result in the loss of any Key Customer or Key Supplier or adversely affect the Company's relationship with any Key Customer or Key Supplier; and, to the knowledge of the Parent and the Company, there is no other event, condition or circumstance that has adversely affected or could reasonably be expected to adversely affect the Company's relationship with any Key Customer or Key Supplier. The Company has provided and delivered to the Buyer true and correct copies of (i) all Material Contracts with Key Customers and Key Suppliers and (ii) all documents, materials, correspondence, communications, summaries and notes in any way relating to any proposed material modification, termination, extension or renewal of any Material Contracts with Key Customers or Key Suppliers. Schedule 3.8 sets forth, with respect to each Material Contract with Key Customers or Key Suppliers, (w) the name of the Key Customer or Key Supplier, (x) the expiration date of such Material Contract, (y) the status of such Material Contract (whether the contract is threatened with bankruptcy being modified, terminated, extended or insolvency or is, or renewed) and (z) whether consent is reasonably likely required to become, otherwise unable assign such Material Contract to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Buyer at Closing. (b) Section 2.24(b) By letter agreement dated December 9, 2002 between The Boeing Company and the Company (the "Boeing Letter Agreement"), the term of the Special Business Provisions and the General Terms Agreement (No. WIC-31455-GTA-0599-3481), dated December 11, 1999, between the Company Disclosure Schedule contains a true and correct list The Boeing Company (the "Boeing Contract") has been extended through December 31, 2003. By letter agreement dated December 19, 2002 between ▇▇▇▇▇▇▇▇ Aerostructures Group and the Company (the "▇▇▇▇ Letter Agreement"), the term of the top twenty-five Purchase Agreement (25No. 1NE001), dated January 23, 1995, between the Company and ▇▇▇▇, Inc. (now operating as ▇▇▇▇▇▇▇▇ Aerostructures Group) currently active suppliers (the "▇▇▇▇ Contract") has been extended through December 31, 2004. Each of the Boeing Contract, as amended by the Boeing Letter Agreement, and the ▇▇▇▇ Contract, as amended by the ▇▇▇▇ Letter Agreement, is legal, valid, binding and enforceable against the Company (and, to the knowledge of the Company and the Parent, the other party or parties thereto) in accordance with its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceterms.

Customers and Suppliers. (a) Section 2.24(a4.21(a) of the Company Disclosure Schedule contains sets forth a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”)Customers. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any No Top Customer has (i) intends to cancel reduced, cancelled or otherwise materially and adversely modify terminated its business relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwiseSubsidiaries, or (ii) is threatened with bankruptcy ), notified or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from informed the Company or any Subsidiary consistent of the Subsidiaries that it intends to terminate or alter the terms of its buying practices or its business relationship with past custom the Company or any of the Subsidiaries. All Top Customers are current in their payment of invoices and practiceneither the Company nor any of the Subsidiaries has, nor since January 1, 2016, has had, any material disputes concerning its products and/or services with any Top Customer. No To the Knowledge of the Company, there is no dissatisfaction on the part of any Top Customer has the right or any facts or circumstances that would reasonably be expected to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018lead to such material dissatisfaction. (b) Section 2.24(b4.21(b) of the Company Disclosure Schedule contains sets forth a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”)Suppliers. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any No Top Supplier has (i) intends to cancel reduced, cancelled or otherwise materially and adversely modify terminated its business relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwiseSubsidiaries, or (ii) is threatened with bankruptcy ), notified or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to informed the Company or any Subsidiary consistent of the Subsidiaries that it intends to terminate or alter the terms of its supplying practices or its business relationship with past custom the Company or any of the Subsidiaries. Each of the Company and practiceits Subsidiaries is current in its payments to all Top Suppliers and neither the Company nor any of the Subsidiaries has, nor since January 1, 2016, has had, any material disputes concerning products and/or services provided by any Top Supplier. To the Knowledge of the Company, there is no dissatisfaction on the part of any Top Supplier or any facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. Each of the Company and its Subsidiaries has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on its business, and the Knowledge of the Company, there is no reason why the Company or any of its Subsidiaries (whether before or after Closing) would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. (a) Section 2.24(a) of Schedule 2.25 to the Company Disclosure Schedule contains a true and correct Letter sets forth an accurate list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such from each of the top 20 customers and distributors of the Edgetech Entities for the calendar year ending year-ended December 31, 2017 2010 (each such customer, a “Top CustomerSignificant Customers and Distributors”). The Edgetech Entities have no outstanding material disputes concerning its products and/or services with any Significant Customer or Distributor. Neither the Company Parent nor its Subsidiaries have received written notice, nor does the Company have Holdco has any knowledge, that any Top Customer knowledge (i) of any dissatisfaction on the part of any Significant Customer or Distributor, (ii) that any Significant Customer or Distributor intends to cancel cease or otherwise materially and adversely modify its relationship with diminish the Company or any Subsidiary (whether related to payment, price or otherwise) on account use of the transactions contemplated by this Agreement Edgetech Entities’ products or otherwiseservices, or (iiiii) is threatened with bankruptcy of any fact or insolvency circumstance that could reasonably be expected to cause any Significant Customer or is, Distributor to cease or is reasonably likely to become, otherwise unable to purchase goods materially diminish the use of the Edgetech Entities’ products or services in the foreseeable future. The Edgetech Entities have not received any information from any Significant Customer or Distributor that such customer or distributor shall not continue as a customer or distributor of the Company Edgetech Entities (or the Surviving Corporation or Acquiror) after the Closing or that any Subsidiary Significant Customer or Distributor intends to terminate or materially modify existing Contracts with the Edgetech Entities (or the Surviving Corporation or Acquiror). The Edgetech Entities have not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past custom history and practice. No Top Customer has those returns that would not result in a reversal of any revenue by the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Edgetech Entities. (b) Section 2.24(b) Schedule 2.25 to the Disclosure Letter sets forth an accurate list of each supplier of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectivelyEdgetech Entities who, for the calendar year ending year-ended December 31, 2016 2010, was one of the 10 largest suppliers of products and/or services to the Edgetech Entities, based on amounts paid or payable (each such suppliereach, a “Top Significant Supplier”). The Edgetech Entities have no outstanding material dispute concerning products and/or services provided by any Significant Supplier. Neither the Company Parent nor its Subsidiaries have received written notice, nor does the Company have knowledge, that Holdco has any Top Supplier knowledge (i) of any dissatisfaction on the part of any Significant Supplier, (ii) that any Significant Supplier intends to cancel cease or otherwise materially and adversely modify its relationship with diminish the Company or any Subsidiary (whether related provision of products and/or services to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwiseEdgetech Entities, or (iiiii) is threatened with bankruptcy of any fact or insolvency circumstance that could reasonably be expected to cause any Significant Supplier to cease or is, or is reasonably likely to become, otherwise unable to supply goods or diminish the provision of products and/or services to the Company Edgetech Entities in the foreseeable future. The Edgetech Entities have not received any information from any Significant Supplier that such supplier shall not continue as a supplier to the Edgetech Entities (or the Surviving Corporation or Acquiror) after the Closing or that any Subsidiary consistent Significant Supplier intends to terminate or modify existing Contracts with past custom and practicethe Edgetech Entities (or the Surviving Corporation or Acquiror).

Customers and Suppliers. (a) Section 2.24(a3.22(a) of the Company Seller Disclosure Schedule contains a true and correct list Letter sets forth the 20 largest (by revenue) customers of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers Business for the calendar year ending ended December 31, 2017 (each such customer, a customers the “Top CustomerCustomers”). Neither Since January 1, 2017 and except as disclosed in Section 3.22(a) of the Company nor its Subsidiaries have received written noticeSeller Disclosure Letter, nor does the Company have any knowledge, that any no Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with has 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 business relationship with the Business, including: (whether related i) any material decrease in the price that any such customer is willing to payment, price pay for products or otherwise) on account services of the transactions contemplated by this Agreement or otherwise, or Business; (ii) is threatened with any change in payment or delivery terms that would adversely affect the Business after the Closing or (iii) a proposed bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or change of control of any Subsidiary consistent with past custom and practice. No such Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Customer. (b) Section 2.24(b3.22(b) of the Company Seller Disclosure Schedule contains a true and correct list of Letter sets forth the top twenty-five 10 largest (25by dollar volume) currently active equipment suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, Business for the calendar year ending ended December 3120, 2016 2017 (each such supplier, a suppliers the “Top SupplierSuppliers”). Neither Since January 1, 2017 and except as set forth on Section 3.22(b) of the Company nor its Subsidiaries have received written noticeSeller Disclosure Letter, nor does the Company have knowledge, that any no Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with has 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 business relationship with the Business, including: (whether related i) any material increase in the price that any such Top Supplier will charge for products or services sold to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or Business; (ii) is threatened with any change in the payment or delivery terms that would adversely affect the Business after the Closing; or (iii) a proposed bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or change of control of any Subsidiary consistent with past custom and practicesuch Top Supplier.

Customers and Suppliers. (a) Section 2.24(a3.18(a) of the Company Seller Disclosure Schedule contains a true and correct list Schedules identifies the revenues received from the top twenty customers of the top twenty-five Industrial Wood Business in the fiscal year ended October 28, 2016 (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top CustomerKey Customers”). Neither As of the Company date of this Agreement, none of the Key Customers has cancelled or otherwise terminated, or, to the Knowledge of Seller, 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 its any of the Industrial Wood Subsidiaries have has received written noticenotice from any such Key Customer, nor does the Company Seller have any knowledgeKnowledge, that any Top such Key Customer (i) intends to cancel or otherwise materially and adversely modify its relationship (including by seeking to renegotiate contractual terms) with the Company Seller or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened Industrial Wood Subsidiaries with bankruptcy or insolvency or is, or is reasonably likely respect to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Industrial Wood Business. (b) Section 2.24(b3.18(b)(i) of the Company Seller Disclosure Schedule contains Schedules sets forth a true and correct list of the Industrial Wood Business’s top twenty-five (255) currently active suppliers of the Company goods or services in terms of aggregate purchases by Seller and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, any Industrial Wood Subsidiary for the calendar year ending December 31fiscal years ended October 28, 2016 (each such supplier, a the “Top SupplierKey Suppliers”). Neither As of the Company nor its Subsidiaries have received written noticedate of this Agreement, nor does none of the Company have knowledgeKey Suppliers has cancelled or otherwise terminated, that any Top Supplier (i) intends or, to the Knowledge of the Sellers, threatened in writing to cancel or otherwise materially and adversely modify terminate its relationship with the Company Seller or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened Industrial Wood Subsidiaries with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services respect to the Company Industrial Wood Business. Except as set forth on Section 3.18(b)(ii) of the Seller Disclosure Schedules, no supplier of the Industrial Wood Business is a sole source of supply of any material good or material service to Seller or any Industrial Wood Subsidiary consistent with past custom and practicerespect to the Industrial Wood Business.

Customers and Suppliers. (a) Section 2.24(aSchedule 6.21(a) sets forth the six largest customers (based on the dollar amount of revenues) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers Seller for the calendar year ending years ended December 31, 2017 2005 and December 31, 2006 and the ten month period ended October 31, 2007 (each such customer, a the “Top CustomerMaterial Customers”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer . (i) intends None of the Material Customers identified for the year ended December 31, 2006 has reduced materially its business with the Seller from the levels achieved during the year ended December 31, 2006 and the Seller has no reason to cancel or otherwise materially and adversely modify believe that such 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 Company Seller or threatened to do so, (iii) the Seller has no reason to believe that its relationship with any Subsidiary Material Customer will change in a manner materially adverse to the Seller or the Business and (whether related to paymentiv) the Seller is not involved in any claim, price dispute or otherwise) on account controversy with any of its customers other than in the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Ordinary Course of Business. (b) Section 2.24(bSchedule 6.21(b) sets forth the six largest suppliers (based on the dollar amount of purchases) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, Seller for the calendar year ending years ended December 31, 2016 2005 and December 31, 2006 and the ten month period ended October 31, 2007 (each such supplier, a the “Top SupplierMaterial Suppliers”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier . (i) intends None of the Material Suppliers identified for the year ended December 31, 2006 has reduced materially its sales to cancel or otherwise materially the Seller from the levels achieved during the year ended December 31, 2006 other than due to changing demand from the Seller, and adversely modify 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 Company Seller other than due to changing demand from the Seller or threatened to do so, (iii) the Seller has no reason to believe that its relationship with any Subsidiary Material Supplier will change in a manner materially adverse to the Seller or the Business and (whether related to paymentiv) the Seller is not involved in any claim, price dispute or otherwisecontroversy with any of its suppliers other than in the Ordinary Course of Business. Schedule 6.21(b) on account lists all suppliers of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply significant goods or services (other than electricity, gas, telephone or water) to the Company or any Subsidiary consistent Seller with past custom respect to which alternative sources of supply are not readily available on comparable terms and practiceconditions (including all suppliers that are the only reasonably available source).

Customers and Suppliers. (a) Section 2.24(a) 4.19 of the Company Disclosure Schedule contains a true and correct list Schedules lists: (i) the twenty (20) largest customers of the top twenty-five Target Companies (25measured by aggregate ▇▇▇▇▇▇▇▇) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for during the calendar fiscal year ending ended December 31, 2017 2022 and including through October 31, 2023 (each such customerthe “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 “Top CustomerMaterial Suppliers”, and together with the Material Customers, the “Material Customers and Suppliers”). Neither As of the Company nor date of this Agreement, no Material Customer or Material Supplier has cancelled, terminated or materially adversely changed the pricing or other terms of its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its business relationship with the applicable Target Company or any Subsidiary within the last twelve (whether related to payment, price or otherwise12) on account of the transactions contemplated by this Agreement or otherwisemonths, or notified the Seller Parties or such Target Company during such twelve (ii12) is threatened with bankruptcy or insolvency or is, or is reasonably likely month period of any intent to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018do so. (b) Section 2.24(b) of The Target Companies maintain good relations with the Company Disclosure Schedule contains a true Material Customers and correct list of the top twenty-five (25) currently active suppliers of the Company Suppliers, and its Subsidiariesno such party has canceled, whether of productsterminated, servicesmodified or made any threat in writing to cancel, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel terminate or otherwise materially and adversely modify its relationship with or to decrease its services or supplies or its direct or indirect purchase or usage of the Company 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 Subsidiary relationship with any of the Material Customers and Suppliers not (whether related to paymentc) Other than in the Ordinary Course of Business, price no rebates (volume or otherwise) on account discounts or benefits are due, accruing due or payable to any customer of any Company. Since January 1, 2020, there has been no material change (apart from normal price changes) in (i) the transactions contemplated by this Agreement manner in which the Target Companies extend discounts, credits or otherwise, warranties to customers or otherwise deal with customers or (ii) is threatened with bankruptcy the customary payment or insolvency or iscollection cycles for, or the terms and conditions of, any payables 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, no Material Supplier is reasonably likely to becomea sole source supplier, otherwise unable to supply goods or services to nor during the last twelve (12) months has any Company or been dependent upon any Subsidiary consistent with past custom and practiceone supplier for more than ten percent (10%) by value of its purchases. 4.20.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.20(a) sets forth the ten (10) largest customers (as measured by revenues) of the Company Disclosure Schedule contains a true Companies and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers Subsidiary for the calendar year ending fiscal years ended December 31, 2017 2013 and the nine (each such customer9) month period ended September 30, 2014 (each, a “Top 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. Neither There is no currently pending or, to the Knowledge of the Companies, threatened dispute between any Company nor its Subsidiaries have received written noticeor the Subsidiary and any Material Customer that would reasonably be expected to materially adversely affect the relationship between any Company or the Subsidiary and any Material Customer. Since the Balance Sheet Date, nor does no Material Customer has notified any Company or the Company have any knowledge, Subsidiary in writing that any Top such Material Customer (i) intends to cancel materially reduce the amount of business that it does with any Company or otherwise materially and adversely modify the Subsidiary from the levels it has historically conducted with any Company or the Subsidiary or that it intends to terminate its relationship with the any Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Subsidiary. (b) Section 2.24(bSchedule 3.20(b) sets forth the ten (10) largest suppliers (as measured by purchases by the Companies and the Subsidiary) of the Company Disclosure Schedule contains a true Companies and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, Subsidiary for the calendar year ending fiscal years ended December 31, 2016 2013 and the nine (each such supplier9) month period ended September 30, 2014 (each, a “Top Material Supplier”)) and 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. Neither There is no currently pending or, to the Knowledge of the Companies, threatened disputes between any Company nor its Subsidiaries have received written noticeor the Subsidiary and any 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 the Balance Sheet Date, nor does no Material Supplier has notified any Company or the Company have knowledge, Subsidiary in writing that any Top such Material Supplier (i) intends to cancel cease supplying any Company or otherwise materially and adversely modify the Subsidiary with the products it has historically supplied to any Company or the Subsidiary or that it intends to terminate its relationship with the any Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceSubsidiary.

Customers and Suppliers. (ai) During the twelve (12) month period ending on the date hereof, there has not been any material interruption or outage (other than as requested by a customer of Seller) in the provision by Seller or its Subsidiaries of services to customers. (ii) No customer of Seller or its Subsidiaries which generated average monthly revenues in the three (3) month period ended March 31, 2006 that accounted for in excess of $5,000 of the monthly revenues of the business of Seller and its Subsidiaries, has terminated or threatened in writing to terminate its relationship, or any agreement, with Seller or its Subsidiaries or given notice of its intention not to renew its relationship or agreement with Seller or its Subsidiaries. (iii) Section 2.24(a4(aa)(iii) of Seller Disclosure Schedule sets forth (A) a complete and accurate list of the Company name of each customer of Seller and its Subsidiaries, together with the amount of revenue generated by such customer during the one year period ended March 31, 2006, and (B) a list of the contact information of each such customer, and (C) a description of any agreement or arrangement with any customer that deviates from the standard customer agreement provided by Seller to Holdings. (iv) Section 4(aa)(iv) of Seller Disclosure Schedule contains a true listing of all suppliers and correct list vendors of Seller and its Subsidiaries, together with complete contact information and the top twenty-five (25) currently active customers, whether direct amount of expense incurred to such vendor or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for supplier during the calendar year ending December three month period ended March 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 20182006. (bv) Section 2.24(b4(aa)(v) of the Company Seller Disclosure Schedule contains a true listing of all joint marketers, resellers and correct list referral sources of the top twentyBusiness of Seller, together with complete contact information for each such reseller or joint marketer. (vi) Monthly revenue of Seller’s Business for any month in the three-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December month period ended March 31, 2016 (each such supplier, a “Top Supplier”). Neither 2006 has not decreased by more than $6,000 from the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) previous month’s revenue on account of the transactions contemplated by this Agreement customers canceling their relationships or otherwise, or (ii) is threatened agreements with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceSeller.

Customers and Suppliers. (a) Section 2.24(a) 3.21 of the Company Disclosure Schedule contains a true and correct list Letter lists: (a) the names of (i) the twenty (20) most significant customers of the top twenty-five Company (25measured by dollar volume of sales by the Company to such customers) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending period from January 1, 2018 through December 31, 2017 2018 (each such customer, a “Top CustomerSignificant Customers”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services the ten (10) most significant suppliers from which the Company of the Company purchased materials, supplies, services or any Subsidiary consistent with past custom 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 practice. No Top Customer has (iii) each sole source supplier of the right Company for which a commercially reasonable alternative is not available (such suppliers in clauses (ii) and (iii) are collectively referred to or will otherwise receive a reduction in pricing as “Significant Suppliers”), and the amount for which each such Significant Supplier invoiced the Company during 2018 except as has been factored into the forecast provided for 2018such period. (b) Section 2.24(bThe Company has not received any written or, to the Knowledge of the Company, oral notice that (i) any Significant Customer has ceased or will cease to purchase or use the Products, equipment, goods or services of the Company Disclosure Schedule contains a true and correct list or has substantially reduced or will substantially reduce the purchase or use of such Products, equipment, goods or services, (ii) that any Significant Customer will return any of the top twenty-five (25) currently active suppliers Products, equipment or goods of the Company and its Subsidiariesthat it has purchased from the Company, whether of products(iii) that any Significant Supplier has ceased or will cease to supply materials, servicessupplies, Intellectual Property services or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither other goods to the Company nor its Subsidiaries have received written notice, nor does after the Company have knowledge, that any Top Supplier (i) intends date hereof on terms and conditions similar in all material respects to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) those imposed on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services current sales to the Company or (iv) that any Subsidiary consistent with past custom and practiceCompany distributor has ceased or will cease to purchase, sell or use the Products, equipment, goods or services of the Company or has substantially reduced or will substantially reduce the purchase, sale or use of such Products, equipment, goods or services. (c) The Company has not received any written or, to 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 enroll participants or cease to remain active in the aMAZE IDE Clinical Trial or has substantially reduced or will substantially reduce its activity in the aMAZE IDE Clinical Trial.

Customers and Suppliers. (a) Section 2.24(a3.22(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five sixteen (2516) currently active customers, whether direct or wholesale, distributors or licensees customers of Company Products by revenues generated ▇▇▇▇▇▇▇▇ and its Subsidiaries in connection with such customers based on revenue for the calendar year twelve (12) month period ending December 31, 2017 on the date of the most current Company Financial Statements (each such customer, a “Acquired Entities Top Customer”). Neither the Company ▇▇▇▇▇▇▇▇ nor any of its Subsidiaries have received written notice, nor does the Company ▇▇▇▇▇▇▇▇ have any knowledge, that any Acquired Entities Top Customer (i) intends to cancel cancel, or otherwise materially and adversely modify its relationship with the Company Acquired Entities or any Subsidiary of their Subsidiaries (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018insolvency. (b) Section 2.24(b3.22(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five twenty (2520) currently active suppliers of the Company Acquired Entities and its their Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, based on amounts paid or payable by dollar volume of sales Acquired Entities and purchases, respectively, their Subsidiaries for the calendar year twelve (12) month period ending December 31, 2016 on the date of the most recent Company Financial Statements (each such supplier, a “Acquired Entities Top Supplier”). Neither the Company Acquired Entities nor its any of their Subsidiaries have received written notice, nor does the Company do Acquired Entities have knowledge, that any Acquired Entities Top Supplier (i) intends to cancel cancel, or otherwise materially and adversely modify its relationship with the Company or any Subsidiary Acquired Entities and their Subsidiaries (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency insolvency. (c) Since January 1, 2021, Acquired Entities and their Subsidiaries have not experienced any (i) material failure of any of the Top Suppliers to timely manufacture, ship or isdeliver products, raw materials and goods, (ii) material reductions in customer demand, (iii) claim of force majeure by Acquired Entities or any of their Subsidiaries or a counterparty to any Acquired Entities Material Contract, or (iv) material default under a Acquired Entities Material Contract to which Acquired Entities or any of their Subsidiaries is reasonably likely a party, in each case, arising out of, resulting from or related to becomeCOVID-19 or COVID-19 Measures, otherwise unable to supply goods or services to except as disclosed in Section 3.22(c) of the 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 Subsidiary consistent other Person) with past custom any upgrade, improvement or enhancement of an Acquired Entities Product or prototype, except as a part of Acquired Entities’ standard maintenance and practicesupport program or (b) 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 respects with the terms and requirements of any applicable warranty or other Contract and with all applicable Laws, except as would not reasonably be expected to have a Company Material Adverse Effect.

Customers and Suppliers. (a) Section 2.24(a3.15(a) of the Company Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five ten (2510) currently active customers, whether direct or wholesale, distributors or licensees customers of Company Products by revenues generated in connection with such customers the Business based on revenue of the Business for the calendar year ending December 31twelve (12) month period prior the Execution Date, 2017 (and the amount for which each such customercustomer was invoiced during such period (collectively, a the “Top CustomerMaterial Customers”). Neither To the Company nor its Subsidiaries have Existing Member’s Knowledge, no member of the Sasol Group has received any written notice, nor does the Company have any knowledge, notice that any Top Customer of such Material Customers (excluding any Material Customers that have month-to-month Contracts with respect to the Business) (i) intends has ceased or materially reduced, or will cease or substantially reduce, use of products or services relating to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, Business or (ii) is threatened with bankruptcy or insolvency or ishas sought, or is reasonably likely seeking, to become, otherwise unable reduce the price it will pay for the products and services relating to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Business. (b) Section 2.24(b3.15(b) of the Company Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five suppliers (25other than law firms, accounting and audit firms, insurers, financial advisers or employee benefits administrators) currently active suppliers of with which the Company 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 its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, the amount for the calendar year ending December 31, 2016 (which each such supplier, a supplier invoiced the Sasol Group with respect to the Business during such period (the “Top SupplierMaterial Suppliers”). Neither To the Company nor its Subsidiaries Existing Member’s Knowledge, no member of the Sasol Group has received any written notice that there has been any material adverse change in the price of such supplies or services provided by any such Material Supplier (excluding any Material Suppliers that have received written noticemonth-to-month Contracts with respect to the Business), nor does the Company have knowledge, or that any Top such Material Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods will not sell supplies or services to the Company or at any Subsidiary consistent with past custom time after the Closing Date on terms and practiceconditions substantially the same as those used in its current sales to the Sasol Group, subject to general and customary price increases.

Customers and Suppliers. 10.24.1 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) Section 2.24(a) the names and addresses of all customers and distributors that ordered products of the Company Disclosure Schedule contains a true Business from the Seller with an aggregate value for each such customer or distributor of INR 1,000,000 (Indian Rupee One Million) or more during the 12 (twelve) month period ended 31 March 2011; and correct list (b) the amount for which each such customer or distributor was invoiced during such period. The Seller has not received any written notice and to the Seller’s Knowledge, no significant customer or distributor of the top twenty-five Seller: (25A) currently active customershas ceased, whether direct or wholesaleshall cease, distributors to buy the products of the Business; (B) has substantially reduced, or licensees shall substantially reduce, the purchase of Company Products by revenues generated 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 connection with such customers for each case after the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account consummation of the transactions contemplated by this Agreement 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 otherwise, decrease the demand for the products of the Business in the distribution chain of customers or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from distributors following the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Closing. 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 which the Seller ordered raw materials, supplies, merchandise and other goods and services for the Business with an aggregate purchase price for each such supplier of INR 500,000 (Indian Rupee Five Hundred Thousand) or more during the 12 (twelve) month period ended 31 March 2011; and (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, amount for the calendar year ending December 31, 2016 (which each such suppliersupplier invoiced the Seller during such period. The Seller has not received any written notice of, a “Top Supplier”)and to the Seller’s Knowledge, there have not been any material adverse changes in the price of such raw materials, supplies, merchandise or other goods or services. Neither the Company nor its Subsidiaries The Seller does not have received written notice, nor does the Company have knowledge, any reason to believe that any Top Supplier (i) intends to cancel or otherwise materially supplier would not sell raw materials, supplies, merchandise and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply other goods or and services to the Company or Purchaser at any Subsidiary consistent with past custom time after the Closing on terms and practiceconditions similar to those used in its current sales to the Seller, subject to general and customary price increases.

Customers and Suppliers. (a) Section 2.24(a3.20(a) of the Company Disclosure Schedule Letter contains a true true, correct and correct complete list of the top twenty-five twenty (2520) currently active largest customers, whether direct resellers or wholesale, distributors or licensees (the “Key Customers”) of the Company Products by revenues generated in connection with such customers Entities for (i) the calendar fiscal year ending ended December 31, 2017 2019 and (ii) the period from January 1, 2020 to the Latest Balance Sheet Date, and sets forth opposite the name of each such customer, a “Top Customer”). Neither Key Customer the amount and percentage of consolidated revenue of the Company nor its Subsidiaries have received written noticeEntities attributable to such Key Customer during such periods. In the last twelve (12) months, nor does (A) no Key Customer has materially reduced or materially altered (in a manner adverse to the Company have Entities) its relationship or the terms of its business with the Company Entities, (B) none of the Company Entities has received written, or to the Knowledge of the Company, oral notice from any knowledgeKey Customer of any termination, that any Top Customer material reduction or material alteration (iin a manner adverse to the Company Entities) intends to cancel or otherwise materially and adversely modify its in such Key Customer’s relationship with the Company Entities or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwisethat such Key Customer intends to, or has any Knowledge that any Key Customer will, terminate, materially reduce or materially alter (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely in a manner adverse to become, otherwise unable to purchase goods or services from the Company Entities) its relationship with any Company Entity and (C) since December 31, 2019, no Company Entity is or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018involved in any material claim, dispute or controversy with any Key Customer. (b) Section 2.24(b3.20(b) of the Company Disclosure Schedule contains a true Letter lists the twenty (20) largest vendors, licensors, service providers and correct list of other suppliers (the top twenty-five (25“Key Suppliers”) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, Entities (measured by dollar volume of sales and purchases, respectively, aggregate spend) for (i) the calendar fiscal year ending ended December 31, 2016 2019 and (ii) the period from January 1, 2020 to the Latest Balance Sheet Date, and sets forth opposite the name of each Key Supplier the amount of expenses attributable to (whether directly or through) such suppliersupplier during such periods. In the last twelve (12) months, (A) no Key Supplier has materially reduced or materially altered (in a “Top Supplier”). Neither manner adverse to the Company nor Entities) its Subsidiaries have received written notice, nor does relationship or the terms of its business with the Company have knowledgeEntities, that (B) none of the Company Entities has received written, or to the Knowledge of the Company, oral notice from any Top Key Supplier of any termination or material reduction or material alteration (iin a manner adverse to the Company Entities) intends to cancel or otherwise materially and adversely modify its in such Key Supplier’s relationship with the Company Entities or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwisethat such Key Supplier intends to, or has any Knowledge that any Key Supplier will, terminate, materially reduce or materially alter (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services in a 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 Subsidiary consistent material claim, dispute or controversy with past custom and practiceany Key Supplier.

Customers and Suppliers. (a) Section 2.24(a3.15(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer Schedules sets forth (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary top ten (whether related to payment, price or otherwise10) on account customers of the transactions contemplated Heartland Companies based on revenues received by this Agreement or otherwisethe Heartland Companies for each of the two (2) most recent fiscal years (collectively, or the “Material Customers”); and (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practiceamount of consideration paid by each Material Customer during such periods. No Top Customer has the right Heartland Company is required to provide any material bonding or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018.other financial security (b) Section 2.24(b3.15(b) of the Company Disclosure Schedule contains a true and correct list of Schedules sets forth (i) the top twenty-five ten (2510) currently active suppliers of the Company and its SubsidiariesHeartland Companies based on amounts paid to suppliers of the Heartland Companies for each of the two (2) most recent fiscal years (collectively, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top SupplierMaterial Suppliers”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially ; and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or isthe amount of purchases from each Material Supplier during such periods. The Heartland Companies have not received any written notice that any of their Material Suppliers has ceased, or is reasonably likely intends to becomecease, otherwise unable to supply goods or services to the Heartland Companies or to otherwise terminate or materially reduce its relationship with the Heartland Companies. Except as set forth on Section 3.15(b) of the Disclosure Schedules, there are no current restrictions on the supply of goods and services to the business of the Heartland Companies. Except as set forth on Section 3.15(b) of the Disclosure Schedules, no Heartland Company has received any written notice 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 Subsidiary consistent 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 there do not exist, any material quality control or similar problems with past custom the raw materials, supplies, packaging materials, merchandise or other goods or services currently being supplied or on order from any Material Supplier. No event has occurred that would materially and practiceadversely affect a Heartland Company’s relations with any Material Supplier. No Material Supplier has breached its obligations to a Heartland Company in any respect in the last twelve (12) months. No Heartland Company is currently involved in a dispute with any Material Supplier, and has not been involved in any dispute with any Material Supplier during the five (5) years prior to the date of this Agreement.

Customers and Suppliers. (a) Section 2.24(a3.14(a) of the Company Disclosure Schedule contains a true sets forth complete and correct list accurate lists (separated by applicable fiscal year) of the top twenty-five ten (2510) currently active customerscustomers of the Business (on a consolidated basis) as measured by the dollar amount of annual recurring revenue, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar fiscal year ending ended December 31, 2017 2021 and the six (each such customer6) month period ended June 30, a 2022 (the “Top 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. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top No Major Customer has (i) intends to cancel 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 materially and adversely modify terminated its relationship with the Company Business or any Subsidiary 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 Customer 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 related to payment, price or otherwise) on account as a result of the consummation of the transactions contemplated by this Agreement Agreement, the other Transaction Documents or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018). (b) Section 2.24(b3.14(b) of the Company Disclosure Schedule contains a true sets forth complete and correct list accurate lists (separated by applicable fiscal year) of the top twenty-five ten (2510) currently active suppliers of goods or services to the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, Business (on a consolidated basis) as measured by the dollar volume of sales and purchases, respectively, for the calendar fiscal year ending ended December 31, 2016 2021 and the six (6) month period ended June 30, 2022 (the “Major Suppliers”), together with the amount of payments to each such supplier, a “Top Supplier”)Major Supplier during such periods in respect of the Business. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top No Major Supplier has (i) intends to cancel 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 materially and adversely modify terminated its relationship with the Company Business or any Subsidiary 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 related to payment, price or otherwise) on account as a result of the consummation of the transactions contemplated by this Agreement Agreement, the other Transaction Documents or otherwise). (c) Neither Seller nor any Acquired Entity has received written notice of (or, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company knowledge of Seller, has been threatened in respect of) any material claim, dispute or controversy with any Subsidiary consistent Major Customer or Major Supplier, and no Acquired Entity has received written notice of (or, to the knowledge of Seller, has been threatened in respect of) any material claim, dispute or controversy with past custom and practiceany of its other customers or suppliers.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.20(a) of the Company Sellers’ Disclosure Schedule contains Letter sets forth with respect to the Business the top ten customers based on aggregate consideration paid to the RFG Family Entities (on a true and correct list consolidated basis) for goods or services for each of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 two most recent fiscal years (each such customer, customer a “Top Material Customer”), and for the Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. Neither [* * *] are the Company nor its Subsidiaries have 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 received any written notice, nor does the Company have any knowledge, notice that any Top Customer (i) of the Material Customers has ceased, or intends to cancel cease after the Closing, to use the goods or services of the RFG Family Entities or to otherwise materially and adversely modify terminate or reduce its relationship with the Company Business. The [* * *] has been or will be renewed prior to the termination date set forth in such agreement and the RFG Family Entities and [* * *] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, as of the date hereof, no RFG Family Entity is party to any Subsidiary agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of business, consistent with past practice. There are no facts or circumstances (whether related to payment, price or otherwise) on account including the consummation of the transactions contemplated by this Agreement or otherwise, or (iihereby) is threatened with bankruptcy or insolvency or is, or is reasonably that are likely to become, otherwise unable to purchase goods result in the loss of any one such customer or services from group of customers of any RFG Family Entity or have a Material Adverse Effect on the Company relationship of any RFG Family Entity with such a customer or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018group of customers. (b) Section 2.24(bSchedule 3.20(b) of the Company Sellers’ Disclosure Schedule contains Letter sets forth with respect to the Business the top ten suppliers to whom the RFG Family Entities (on a true and correct list consolidated basis) have paid consideration for goods or services rendered based on the aggregate amount paid for each of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 two most recent fiscal years (each such supplier, supplier a “Top SupplierMaterial Suppliers”). Neither As of the Company nor its Subsidiaries have date hereof, no RFG Family Entity has received any written notice, nor does the Company have knowledge, notice that any Top Supplier (i) of the Material Suppliers has ceased, or intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to paymentcease, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company 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 Subsidiary consistent one such supplier or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with past custom such a supplier 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 the Co-Packers has ceased, or intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or reduce its relationship with the RFG Entities and practiceto the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such Co-Packer or group of Co-Packers by any of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with such a Co-Packer or group of Co-Packers.

Customers and Suppliers. (a) Section 2.24(a4.28(a) of the Company Disclosure Schedule contains a true and correct list Letter sets forth, as of the date of this Agreement, the top twenty-ten (10) customers and the top five (255) currently active customerssuppliers or manufacturers, whether direct or wholesalein each case, distributors or licensees based on the aggregate Dollar value of Company Products by revenues generated in connection the Company’s and its Subsidiaries’ transaction volume with such customers counterparty during the trailing twelve months for the calendar year period ending December 31, 2017 2020 (each such customergroup of Persons, a respectively, the “Top CustomerCustomers” and “Top Suppliers”). Neither . (b) Except as set forth on Section 4.28(b) of the Company nor its Subsidiaries have received written noticeDisclosure Letter, nor does none of the Top Customers or Top Suppliers has, as of the date of this Agreement, notified the Company have or any of the Company’s Subsidiaries in writing, or to the Company’s knowledge, that any Top Customer verbally: (i) intends that it will, or, to cancel the knowledge of the Company, has threatened to, terminate, cancel, materially limit or otherwise materially alter and adversely modify any of its relationship existing business with the Company or any Subsidiary of the Company’s Subsidiaries (whether related other than due to payment, price the expiration of an existing contractual arrangement); or otherwise(ii) on account that it is in a material dispute with the Company or its Subsidiaries or their respective businesses. (c) No Top Supplier or Top Customer of the Company or any of its Subsidiaries shall either (i) have a right to terminate or modify (in a manner that would be materially adverse to the Company and its Subsidiaries taken as a whole) any Contract with the Company or any of the Company’s Subsidiaries as a result of any of the transactions contemplated by this Agreement or otherwise, Agreement; or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely be required to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right consent to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) be notified of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement Agreement. (d) No party to any joint venture or otherwise, partnership arrangement entered into by the Company or any of its Subsidiaries shall (i) have a right to terminate or modify (in a manner that would be materially adverse to the Company and its Subsidiaries taken as a whole) any Contract with the Company or any of the Company’s Subsidiaries as a result of any of the transactions contemplated by this Agreement; or (ii) is threatened with bankruptcy be required to consent to or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to be notified of any of the Company or any Subsidiary consistent with past custom and practicetransactions contemplated by this Agreement.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.19(a) of the Company Disclosure Schedule contains Schedules sets forth a true correct and correct complete list of (i) the top twenty-five (25) currently active customers50 largest customers of the Company and its Subsidiaries on a consolidated basis, whether direct or wholesale, distributors or licensees of Company Products by based on revenues generated during the 12 month period ended July 29, 2017 and (ii) any customers who would be listed under clause (i) based on annualized revenues generated during the fiscal year to date period ended July 29, 2017 (the customers referred to in connection with clauses (i) and (ii) being the “Top Customers”), and the amount of revenues and volumes attributable to each such customers for Top Customer during that period. Schedule 3.19(a) also sets forth the calendar year ending amount of revenues and volumes attributable to each Top Customer during the fiscal years ended December 31, 2017 (each such customer2016 and January 2, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 20182016. (b) Section 2.24(bSchedule 3.19(b) of the Company Disclosure Schedule contains Schedules sets forth a true correct and correct complete list of (i) the top twenty-five (25) currently active 20 vendors or suppliers of the Company and its Subsidiaries, whether of productson a consolidated basis, servicesbased on expenditures made during the 12 month period ended July 29, Intellectual Property 2017 and (ii) any vendors or otherwisesuppliers who would be listed under clause (i) based on annualized expenditures made during the fiscal year to date period ended July 29, by dollar volume of sales 2017 (the vendors and purchasessuppliers referred to in clauses (i) and (ii), respectivelytogether with, for the calendar year ending avoidance of doubt, any Postal Authority, being the “Top Suppliers”), and the amount of the expenditures attributable to each such Top Supplier during that period. Schedule 3.19(b) also sets forth the amount of expenditures attributable to each Top Supplier during the fiscal years ended December 31, 2016 and January 2, 2016. (each such supplierc) Since January 1, a “Top Supplier”). Neither 2017, neither the Company nor any of its Subsidiaries have received written noticehas received, nor does the Company have knowledge, that from any Top Supplier Customer (provided, that, for purposes of this Section 3.19(c), the references to “50” in the definition of “Top Customer” shall be deemed to be references to “20”) or Top Supplier, written communications (i) intends terminating, not renewing or materially reducing (or stating the intent to cancel terminate, not renew or otherwise materially and adversely modify its reduce), or materially altering the terms (or stating the intent to materially alter the terms) of such Top Customer’s or Top Supplier’s relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwiseits Subsidiaries, or (ii) is threatened indicating lack of compliance with bankruptcy the terms of any Contracts with such Top Customers or insolvency or isTop Suppliers. There has not been a material decrease in business with, or is reasonably likely to becomerevenue from, otherwise unable to supply goods or services any Top Customer since January 1, 2017 that, to the Knowledge of the Company, occurred as a result of such Top Customer’s use of an alternative provider or such Top Customer taking such services in-house. Neither the Company nor any of its Subsidiaries is engaged in a dispute with any Top Customer that would reasonably be expected to result in a material decrease in business with, or revenue generated from, such Top Customer. (d) Neither the Company nor any Subsidiary of its Subsidiaries has granted any Top Customers or Top Suppliers any material discounts, credits or rebates that apply to any period following the Closing, other than in the ordinary course of business consistent with past custom and practice.

Customers and Suppliers. (a) Section 2.24(a5.22(a) of the Company Disclosure Schedule contains sets forth a true true, complete and correct list of the Companies’ top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for (i) fiscal year 2018 and (ii) the calendar year ending December seven (7) month period ended on July 31, 2017 2019 (each such customer, a “Top Material Customer”)) based on the aggregate net sales of the 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 Customer the dollar amount and percentage of net sales of the Companies attributable to such Material Customer during same such time periods. Neither None of the Company Companies nor its their respective Subsidiaries have received written notice, nor does the Company have any knowledge, notice that any Top Customer (i) of its Material Customers has ceased, or intends to cancel cease, to purchase goods from the Companies or to otherwise materially and terminate or adversely modify or materially reduce its relationship with the Company Companies or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018their respective Subsidiaries. (b) Section 2.24(b5.22(b) of the Company Disclosure Schedule contains sets forth a true true, complete and correct list of the Companies’ top twenty-five twenty (2520) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially fiscal year 2018 and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or isthe seven (7) month period ended on July 31, 2019 (each a “Material Supplier”) based on the aggregate net sales of the 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. The Companies and their Subsidiaries have not received any notice that any of its Material Suppliers has ceased, or is reasonably likely intends to becomecease, otherwise unable to supply goods or services to the Company Companies or any Subsidiary consistent the Subsidiaries or to otherwise terminate or adversely modify or materially reduce its relationship with past custom and practicethe Companies or their respective Subsidiaries.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) Section 2.24(a) each of the top ten customers of the Company Disclosure Schedule contains and its Subsidiaries (by volume in dollars of sales to such customers) for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a true “Major Customer”) and correct list the amount of revenues accounted for by such customer during each such period and (b) each of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether Subsidiaries (by volume in dollars of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, purchases from such suppliers) for the calendar year ending December 31, 2016 twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such supplierperson, a “Top Major Supplier”). Neither Except as 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 have has received written noticenotice from any Major Customer, nor does nor, to the Company have knowledgeKnowledge of the Company, has any Major Customer threatened, that any Top Supplier (i) it intends to cancel terminate or otherwise materially and adversely modify its relationship existing agreement with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwiseand its Subsidiaries, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services materially reduce the aggregate amount paid to the Company and its Subsidiaries for products and services. Except as set forth on Schedule 3.23, between the Most Recent Balance Sheet and the date hereof, 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. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Major Customer or any Subsidiary consistent with past custom and practiceMajor 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 the Company’s Knowledge, no such notice or action has been threatened.

Customers and Suppliers. (a) Section 2.24(a) of the Company Disclosure Schedule 2.17 contains a true complete and correct accurate list of the top twenty-five thirty (2530) currently active customersSeller Customers by total sales, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with showing the total sales to each such customers customer during 2012 and for the calendar year ending December 3110-month period ended October 25, 2017 (each such customer2013. 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, a “Top Customer”)2013. Neither the Company Except as noted on Schedule 2.17, neither Seller nor its Subsidiaries have has received written notice, nor does the Company have any knowledge, notice that any Top Customer of the Seller Customers listed on Schedule 2.17 (ia) has ceased or substantially reduced, or intends to cancel cease or substantially reduce, use of products or services of the Business or (b) has sought since January 1, 2011, 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 otherwise materially and adversely modify its relationship with threatened to take any action described in the Company or any Subsidiary (whether related to payment, price or otherwise) on account preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or otherwiseand the Transaction Documents. Except as noted on Schedule 2.17, or (ii) is threatened with bankruptcy or insolvency or isneither Seller nor its Subsidiaries has received any notice that any supplier of the Business has sought since January 1, 2011, or is reasonably likely to becomeseeking, otherwise unable to purchase goods any change in the price offered or the services provided during 2013 by such supplier of the Business, or that any supplier of the Business will not sell supplies or services from to the Company or Business at any Subsidiary consistent with past custom time after the Closing Date on terms and practiceconditions substantially the same as those used in its current sales to the Business. No Top Customer has Further, to the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) actual knowledge of the Company Disclosure Schedule contains a true and correct list of Management Employees after consultation with Seller’s or its Subsidiaries’ purchasing department with respect to the top twenty-five ten (2510) currently active suppliers of the Company and its SubsidiariesBusiness, whether no supplier of products, services, Intellectual Property or otherwise, by dollar volume the Business has otherwise threatened to take any action described in the preceding sentence as a result of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to and the Company or any Subsidiary consistent with past custom and practiceTransaction Documents.

Customers and Suppliers. (a) Section 2.24(a) On the Closing Date, Rapid Link will provide a list to Blackbird of all Material Customers as of the Company Disclosure Schedule contains a true and correct list of Closing Date. (b) Neither Rapid Link nor any Subsidiary (that holds the top twenty-five (25Telenational Assets) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have thereof has not received any written notice, nor does the Company have any knowledge, notice that any Top Material Customer (i) intends has ceased, or will cease, to cancel use Rapid Link’s or otherwise materially and adversely modify its relationship with such Subsidiary (that holds the Company Telenational Assets)’s services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of Rapid Link or any Subsidiary (whether related that holds the Telenational Assets) (with respect to paymentthe Core Business) thereof, or (iii) has sought, or is seeking, to reduce the price it will pay for services or otherwiseproducts of Rapid Link or any Subsidiary (with respect to the Core Business) on account thereof, including in each case after the consummation of the transactions contem­plated hereby and, in all cases, except where such cessation or reduction could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Rapid Link, no Material Customer has otherwise threatened in writing to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement Agreement. (c) Neither Rapid Link nor any Subsidiary (that holds the Telenational Assets) thereof has received any written notice that there has been any material adverse change in the price of any materials, supplies, merchandise or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase other goods or services from used in the Company Core Business, or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends supplier with respect to cancel the Core Business will not sell materials, supplies, merchandise and other goods to Rapid Link or otherwise materially Blackbird at any time after the Closing Date on terms and adversely modify conditions similar to those used in its relationship with the Company current sales to Rapid Link or any Subsidiary (whether related that holds the Telenational Assets) thereof, subject to paymentgeneral and customary price increases. To the Knowledge of Rapid Link, price no supplier of Rapid Link or otherwiseany Subsidiary (that holds the Telenational Assets) on account thereof has otherwise threatened in writing to take any action described in the preceding sentence as a result of the con­summation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAgreement.

Customers and Suppliers. (a) Section 2.24(a5.21(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer lists (i) intends the fifteen (15) largest suppliers of the Companies (based on expenditures of the Companies as set forth on Section 5.21(a) of the Disclosure Schedule), and (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 and adverse modification by any such supplier or customer relating to cancel or otherwise materially and adversely modify its business relationship with the Company Companies and, to the Knowledge of Holdings, no such termination, cancellation or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom material and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as adverse modification has been factored into the forecast provided for 2018threatened in writing by any such supplier or customer. (b) Section 2.24(b) Since January 1, 2015, each of the Company Disclosure Schedule contains a true Companies has engaged in and correct list 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 top twenty-five (25) currently active suppliers Ordinary Course of the Company and its SubsidiariesBusiness, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier engaged in (i) intends to cancel any trade loading practices or otherwise materially and adversely modify its relationship any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or distributors with the Company or any Subsidiary effect of accelerating to pre-Closing periods sales that would otherwise be expected (whether related based on past practice) to paymentoccur in post-Closing periods, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or isany 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, or is reasonably likely (iii) any practice which would have the effect of postponing to become, otherwise unable to supply goods or services 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 (iv) any Subsidiary consistent with past custom and practiceother promotional, sales, rebate or discount activity or deferred revenue activity, in each case in this clause (iv), in a manner outside the Ordinary Course of Business.

Customers and Suppliers. (a) Section 2.24(aSchedule 2.31(a) sets forth all of the Company Disclosure Schedule contains suppliers of Seller (other than suppliers that supply less than $5,000 to Seller in a true and correct list of the top twenty-five (25given year) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending years ended December 31, 2017 2010 and December 31, 2011, and any supplier with whom Seller has an exclusive supply arrangement (each collectively, the “Seller’s Suppliers”) and the approximate amounts for which Seller’s Suppliers invoiced Seller during such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer periods. (i) intends As of the date hereof all of Seller’s Suppliers continue to cancel or otherwise be suppliers of Seller; (ii) Seller has not received any notice that any of Seller’s Suppliers will reduce materially and adversely modify its business with Seller from the levels achieved during the year ended December 31, 2011; (iii) since December 31, 2010, none of Seller’s Suppliers has terminated its relationship with Seller or, to the Company Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Suppliers has modified or, to the Seller’s Knowledge, notified Seller that it intends to modify any relationship with Seller in a manner which is less favorable in any material respect to Seller, or to Seller’s Knowledge, notified Seller that it will not do business on such terms and conditions at least as favorable in all material respects as the terms and conditions provided to Seller on December 31, 2010; and (v) Seller is not involved in any Subsidiary (whether related material claim, dispute or controversy with any of Seller’s Suppliers. To Seller’s Knowledge, none of Seller’s Suppliers has taken or threatened to payment, price or otherwisetake any of the actions described in this Section 2.31(a) on account as a result of the transactions contemplated by this Agreement or otherwiseAgreement. To the Seller’s Knowledge, or (ii) is threatened with bankruptcy or insolvency or issince December 31, or is reasonably likely to become2010, otherwise unable to purchase goods or services from there has been no other material adverse change in the relationship between the Company or and any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018of Seller’s Suppliers. (b) Section 2.24(bSchedule 2.31(b) sets forth all customers of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, Seller for the calendar year ending years ended December 31, 2016 2010 and December 31, 2011 (the “Seller’s Customers”) and the amounts for which Seller invoiced each of Seller’s Customers during such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier periods. (i) As of the date hereof all of Seller’s Customers continue to be customers of Seller; (ii) Seller has not received any notice that any of Seller’s Customer will reduce materially its business with Seller from the levels achieved during the year ended December 31, 2011; (iii) since December 31, 2010, none of Seller’s Customers has terminated its relationship with Seller or, to Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Customers has modified or, to Seller’s Knowledge, notified Seller that it intends to cancel or otherwise materially and adversely modify its relationship with Seller in a manner which is less favorable, in any material respect, to Seller or, to Seller’s Knowledge, notified Seller that it will not do business on such terms and conditions at least as favorable in all material respects as the Company terms and conditions provided to Seller on December 31, 2010; and (v) Seller is not involved in any material claim, dispute or controversy with any Subsidiary (whether related of Seller’s Customers. To Seller’s Knowledge, none of Seller’s Customers has taken or threatened to payment, price or otherwisetake any of the actions described in this Section 2.31(b) on account as a result of the transactions contemplated by this Agreement or otherwiseAgreement. To the Seller’s Knowledge, or (ii) is threatened with bankruptcy or insolvency or issince December 31, or is reasonably likely to become2010, otherwise unable to supply goods or services to there has been no other material adverse change in the Company or relationship between Seller and any Subsidiary consistent with past custom and practice.of Seller’s Customers

Customers and Suppliers. (a) Section 2.24(aSchedule 3.15(a) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer lists (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary ten (whether related to payment, price or otherwise10) on account largest customers of the transactions contemplated Sugar Creek Plant during the period commencing on January 1, 2011 and ending on June 30, 2012 (collectively, 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 this Agreement or otherwisethe Sugar Creek Plant, or (ii) is threatened 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 bankruptcy respect to the sale of aggregates during the Reference Period based on and listing the gross sales of aggregates that were supplied or insolvency 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 isdelivered by the Fly Ash Operations to each such customer (the customers identified in clauses (i) through (v), or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018“Key Customers”). (b) Section 2.24(bSchedule 3.15(b) of lists the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active ten largest suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for Business during the calendar year ending ended December 31, 2016 2011 based on and listing the dollar amounts paid by the Sellers to such suppliers for products and services supplied to the Business (each such supplier, a “Top SupplierKey Suppliers”). Neither . (c) Since January 1, 2012, as of the Company nor its Subsidiaries have received written noticedate of this Agreement, nor does none of the Company have knowledge, Key Customers or Key Suppliers has notified any Seller that any Top Supplier it intends to (i) intends cease or materially decrease purchasing from or selling to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, 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 with bankruptcy material dispute or insolvency controversy raised by the Sellers against a Key Supplier or isKey Customer. There is no pending or, or is reasonably likely to become, otherwise unable to supply goods or services to the Company Knowledge of the Sellers, threatened material dispute or any Subsidiary consistent with past custom and practicecontroversy raised by a Key Customer or Key Supplier against the Sellers.

Customers and Suppliers. (a) Section 2.24(a2.21(a) of the Company Disclosure Schedule contains sets forth a true true, correct, and correct complete list of the top twenty-five fifteen (2515) currently active customers, whether direct or wholesale, distributors or licensees customers of Company Products by revenues generated in connection with such customers Seller relating to the Business for the calendar most recently ended fiscal year ending 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, 2017 (each 2015, no such customercustomer has cancelled or otherwise terminated, a “Top Customer”). Neither materially reduced, or indicated that it may have any intent to cancel, not renew, terminate, materially reduce, or adversely modify its purchases from the Company Business or its relationship with Seller, nor its Subsidiaries have received written noticeis there any dispute therewith, nor does the Company Seller have any knowledge, Knowledge that any Top Customer (isuch 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 deviations from standard pricing is set forth in Section 2.21(b) intends to cancel of the Disclosure Schedule. None of the Affiliates of Seller provides any customer any preferential terms or discounts, or otherwise materially and adversely modify its relationship 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 customers of Seller relating to the Company or any Subsidiary (whether related to payment, price or otherwise) Business are on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018arms’ length terms. (b) Section 2.24(b2.21(b) of the Company Disclosure Schedule contains sets forth a true true, correct, and correct complete list of the top twentyfifteen (15) suppliers or vendors of Seller for the most recently ended fiscal year and for the 12-five (25month period ended April 30, 2017 and the dollar amount of purchases from each such supplier during such period. Except as set forth in Section 2.21(b) currently active suppliers of the Company and its SubsidiariesDisclosure Schedule, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending since December 31, 2016 (each 2015, no such suppliersupplier or vendor has cancelled or otherwise terminated, a “Top Supplier”). Neither materially reduced, or indicated that it may have any intent to cancel, not renew, terminate, materially reduce, or adversely modify its sales to the Company Business or its relationship with Seller, nor its Subsidiaries have received written noticeis there any dispute therewith, nor does the Company Seller have knowledge, Knowledge that any Top Supplier 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 any de facto or de jure bundling (ior similar arrangement) intends of products or services with any products or services sold to cancel any of its Affiliates, and all Contracts or otherwise materially other arrangements with suppliers and adversely modify its relationship with vendors relating to the Company or any Subsidiary (whether related to paymentBusiness of Seller are on arms’ length terms, price or otherwise) on account in each case other than in respect of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to Real Property Leases which will be terminated as of the Company or any Subsidiary consistent with past custom and practiceClosing.

Customers and Suppliers. (a) Section 2.24(a) Part 3.22 of the Company Disclosure Schedule Letter contains a true complete and correct accurate list as of the top twenty-five date of this Agreement of: (25i) currently active customersthe 25 largest customers of the Seymour Companies in terms of sales, whether direct or wholesale, distributors or licensees and the amount of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (sales to each such customer, a “Top Customer”). Neither during the Company nor its Subsidiaries have received written noticelast fiscal year, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or and (ii) is threatened with bankruptcy or insolvency or isthe 15 largest suppliers of the Seymour Companies in terms of purchases, or is reasonably likely to becomeand the amount of such purchases from each such Supplier, otherwise unable to purchase goods or services from during the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018last fiscal year. (b) Section 2.24(b) As of the Company Disclosure Schedule contains a true date of this Agreement, the aggregate of all accepted and correct list unfilled orders for the sale of goods by the Seymour Companies does not exceed $250,000, and the aggregate of all commitments for the purchase of supplies by the Seymour Companies does not exceed $100,000. (i) As of the top twenty-five (25) currently active suppliers date of this Agreement, there exists no actual or, to the Knowledge of the Company Seymour Companies, threatened termination or cancellation of the business relationship of the Seymour Companies with any customer or group of customers which individually or in the aggregate would reasonably be expected to have a material adverse effect on the Seymour Companies; (ii) As of the date of this Agreement, there has been no notice (written, or to the knowledge of the Seymour Companies, oral) from any of the fifteen largest suppliers to the Seymour Companies that such supplier will not continue to make deliveries on the same price, quality and its Subsidiariesdelivery terms and conditions consistent with past practices of such suppliers; (iii) As of the date of this Agreement, whether there are no pending claims against the Seymour Companies to return merchandise by reason of productsalleged overshipments, services, Intellectual Property defective merchandise or otherwise, in excess of $50,000; (iv) There is no merchandise in the hands of customers under an understanding that such merchandise would be returned; and (v) If after the date of this Agreement, the Seymour Companies receive notice of any claims against the Seymour Companies to return merchandise by dollar volume reason of sales and purchasesalleged overshipments, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel defective merchandise or otherwise materially and adversely modify its relationship with in excess of $50,000, the Company or any Subsidiary (whether related Seymour Companies will use their reasonable best efforts to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceso notify HPII thereof promptly.

Customers and Suppliers. (a) Section 2.24(aSchedule 4.30(a) of the Company Disclosure Schedule contains a true sets forth the names and correct list addresses of the top twenty-five (255) currently active customers, whether direct or wholesale, distributors or licensees largest customers of the Company Products by revenues generated in connection with such customers and the Subsidiaries (on a consolidated basis) for each of the calendar year ending December 31, 2017 (two most recent fiscal years and sets forth opposite the name of each such customer, a customer the percentage of consolidated gross sales attributable to such customer (“Top CustomerMajor Customers”). Neither Except as set forth on Schedule 4.30(a) of the Disclosure Schedule, neither the Company nor its Subsidiaries have any Subsidiary has received any written noticenotice of, nor does to the Company have any knowledgeKnowledge of Sellers is there a reasonable expectation of, that any Top Customer (i) intends to cancel or otherwise a materially and adversely modify its relationship with adverse change in the Company or any Subsidiary (whether related to paymentrate of buying materials, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods products or services from the Company or any Subsidiary consistent with past custom and practicethe Subsidiaries after the Closing Date on terms and conditions similar to those used in its current sales. No Top To the Knowledge of Sellers, no Major Customer has otherwise threatened to take any action described in the right to or will otherwise receive preceding sentence as a reduction in pricing during 2018 except as has been factored into result of the forecast provided for 2018consummation of the Contemplated Transactions. (b) Section 2.24(bSchedule 4.30(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active sets forth all suppliers of from which the Company and its Subsidiariesthe Subsidiaries ordered raw materials, whether of productssupplies, services, Intellectual Property or otherwise, by dollar volume of sales merchandise and purchases, respectively, other goods and services with an aggregate purchase price for the calendar year ending December 31, 2016 (each such suppliersupplier of $500,000 or more during the twelve-month period ended on the Balance Sheet Date (“Major Suppliers”) and 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, a “Top Supplier”). Neither neither the Company nor its Subsidiaries have any Subsidiary has received any written noticenotice of, nor does to the Company have knowledgeKnowledge 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 Top Major Supplier (i) intends to cancel or otherwise materially will not sell raw materials, supplies, merchandise and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply other goods or services to the Company or 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 Subsidiary consistent with past custom and practiceaction described in the preceding sentence as a result of the consummation of the Contemplated Transactions.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.27(a) sets forth a true, correct and complete list of (i) the top twenty (20) customers, measured by net sales, of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers Fluids Business for the calendar year ending ended December 31, 2017 2023 and (each such customerii) the twenty (20) customers, a measured by net sales, of the Fluids Business for the six months ended June 30, 2024 (collectively, the “Top CustomerCustomers”). Neither From December 31, 2023 to the Company nor its Subsidiaries date of this Agreement, none of the Top Customers have received written notice, nor does the Company have given any knowledge, Fluids Entity notice that any Top Customer (i) it intends to terminate, cancel or otherwise materially and adversely modify change its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practicesuch Fluids Entity. No Top Customer has a 49 material dispute with any Fluids Entity. No Top Customer has stopped, materially decreased the right rate of, or materially changed the payment or price terms with respect to, buying products or services from any of the Fluids Entities (and none of the Fluids Entities have received any written, or to the Knowledge of Seller, other notice that any such customer intends to do so or will otherwise receive has Knowledge of any facts, events, conditions or circumstances that would 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 reduction in pricing during 2018 except as has been factored into Material Adverse Effect on the forecast provided for 2018business relationship of any Fluids Entity with any Top Customer. (b) Section 2.24(bSchedule 3.27(b) of the Company Disclosure Schedule contains sets forth a true true, correct and correct complete list of (i) the top twenty-five fifteen (2515) currently active suppliers of the Company and its Subsidiariessuppliers, whether of products, services, Intellectual Property or otherwise, measured by dollar volume of sales and purchases, respectively, of the Fluids Business for the calendar year ending ended December 31, 2016 2023 and (each such supplierii) the top fifteen (15) suppliers, a measured by dollar volume of purchases, of the Fluids Business for the six months ended June 30, 2024 (collectively, the “Top SupplierSuppliers”). Neither From December 31, 2023 to the Company nor 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 Subsidiaries 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 or services to the Fluids Entities (and none of the Fluids Entities have received written noticeany written, nor does or to the Company have knowledgeKnowledge of Seller, other notice that any Top Supplier (i) intends to cancel do so or otherwise materially and adversely modify its relationship with has Knowledge of any facts, events, conditions or circumstances that would reasonably be expected to result in any Top Supplier doing so). To the Company or any Subsidiary (whether related Knowledge of Seller, there is no reason to payment, price or otherwise) on account believe that the consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or Transactions is reasonably likely to become, otherwise unable to supply goods or services to have a Material Adverse Effect on the Company or business relationship of any Subsidiary consistent Fluids Entity with past custom and practiceany Top Supplier.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.7(a) lists the top ten (10) prescribers of the Company Disclosure Schedule contains Group Companies on an anonymized-basis (each, a true “Material Prescriber” and correct list of collectively, the top twenty-five (25“Material Prescribers”) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending twelve-month period ended December 31, 2017 (2021 and the twelve-month period ended December 31, 2022, including revenues generated by and number of prescriptions written by each such customerMaterial Prescriber; provided, a “Top Customer”)that the names of the Material Prescribers shall be disclosed to Buyer promptly following the execution of this Agreement. Neither the Company Group Companies nor its Subsidiaries the Seller have received written noticeany indication from any Material Prescriber to the effect that, and neither the Group Companies nor does the Company Seller have any knowledgereason to believe that, that any Top Customer (i) intends to cancel Material Prescriber will stop, materially decrease the rate of or otherwise materially and adversely modify its relationship with change the Company or any Subsidiary terms (whether related to payment, price or otherwise) on account with respect to, purchasing materials, products or services of the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement Agreement, the Ancillary Agreements or otherwise, ). Neither the Group Companies nor the Seller are involved in any material dispute or (ii) is threatened controversy with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018of its Material Prescribers. (b) Section 2.24(bSchedule 3.7(b) lists the top ten (10) vendors, suppliers or service providers to each member of the Company Disclosure Schedule contains Group Companies (each, a true “Material Supplier” and correct list of collectively, the top twenty-five (25“Material Suppliers”) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending twelve-month period ended December 31, 2016 (2021 and the twelve-month period ended December 31, 2022, including the aggregate dollar amount of purchases from each such supplier, a “Top Material Supplier”). Neither the Company Group Companies nor its Subsidiaries the Sellers have received written noticeany indication from any Material Supplier to the effect that, and neither the Group Companies nor does the Company Seller have knowledgeany reason to believe that, that any Top Material Supplier (i) will or intends to cancel stop, materially decrease the rate of or otherwise materially and adversely modify its relationship with change the Company or any Subsidiary terms (whether related to payment, price or otherwise) on account with respect to, supplying materials, products or services to the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement Agreement, the Ancillary Agreements or otherwise, ). Neither the Group Companies nor the Sellers are involved in any material dispute or (ii) is threatened controversy with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceof its Material Suppliers. The Group Companies have not granted a Lien in favor of any Material Supplier.

Customers and Suppliers. (a) Section 2.24(a3.21(a) of the Company Descartes Disclosure Schedule contains sets forth a true complete and correct accurate list of the top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees purchasers of Company Products by revenues generated in connection with such customers Transferred Ag Active Ingredients based on sales revenue for the calendar year ending twelve-month period ended December 31, 2017 2016 (each such customercollectively, a the “Top CustomerAg Ingredient Customers”), together with the amount received during such period. Neither Other than Contracts with Ag Ingredient Customers that may expire in the Company nor ordinary course of business or 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 Subsidiaries have received written noticeterms, nor does all Ag Ingredient Customers continue to be customers of the Company have any knowledgeAg 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 Top such material reduction is likely to occur. As of the date of this Agreement, no Ag Ingredient Customer (i) intends to cancel or otherwise materially and adversely modify has terminated its relationship with the Company Ag Business or threatened in writing to do so. Descartes is not involved in any Subsidiary claim, dispute or controversy with (whether related to payment, price or otherwisei) on account of the transactions contemplated by this Agreement or otherwise, any Ag Ingredient Customer or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely any of its other direct customers of the Ag Business that could be material to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Ag Business. (b) Section 2.24(b3.21(b) of the Company Descartes Disclosure Schedule contains sets forth a true complete and correct accurate list of (i) all of the top twenty-five twenty (2520) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property Ag Business based on the amount expended to purchase chemical intermediates or otherwise, by dollar volume of sales and purchases, respectively, for active ingredients during the calendar year ending ended December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or 2016, (ii) is threatened all suppliers of any chemical intermediate or active ingredient which are the sole source for the Ag Business and (A) are material for any Transferred Ag Active Ingredient or (B) have an annual purchase amount of such chemical intermediate or active ingredient greater than $3,500,000 during the year ended December 31, 2016, and (iii) the manufacturer which performs the final crystallization step for production of Cyantraniliprole (collectively, the “Ag Material Suppliers”), together with bankruptcy the amount paid during such period. Other than Contracts with Ag Material Suppliers that may expire in the ordinary course of business or insolvency 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 Ag Business. No Ag Material Supplier has materially reduced or is, or is reasonably likely disclosed to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practice.Descartes an intention to

Customers and Suppliers. (a) Section 2.24(aSchedule 3.23(a) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends the names of all customers of the Company and its Subsidiaries (including the Seller and its Affiliates) with a billing for each such customer of $1,000,000 or more from January 1, 2015 through the Interim Balance Sheet Date, (ii) the Contracts with such customers, (iii) the amount for which each such customer was invoiced during such period and (iv) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to cancel each such customer during such period. The Seller has not received any written notice from any such customers that any such customers (A) has ceased or otherwise materially and adversely modify its relationship with 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 Subsidiary (whether related to payment, price or otherwise) on account action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Agreement. (b) Section 2.24(bSchedule 3.23(b) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of the top twenty-five (25i) currently active all suppliers of the Company and its SubsidiariesSubsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate purchase price for each such supplier of $1,500,000 or more from January 1, whether 2015 through the Interim Balance Sheet Date, (ii) the Contracts with 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 price of products, services, Intellectual Property such supplies or otherwise, services provided by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each any such supplier, a “Top Supplier”). Neither or that any such supplier will not sell supplies or services to the Company nor and its Subsidiaries have received written notice, nor does at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company have knowledgeand its Subsidiaries, subject to general and customary price increases. To the knowledge of the Seller, no such supplier has otherwise threatened to or provided oral notice that it will take any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with action described in the Company or any Subsidiary (whether related to payment, price or otherwise) on account preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAgreement.

Customers and Suppliers. (a) Section 2.24(aSchedule 3.22(a) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of (i) the top twenty-five (25) currently active customers, whether names and addresses of the 15 largest direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Direct Customer”). Neither ) of the Company nor and its Subsidiaries have received written notice(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, nor does 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 knowledge, notice that any Top Customer of such customers (iincluding any of the MBS Parties and their respective Related Parties) intends to cancel (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 and adversely 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 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 Subsidiary of its Subsidiaries. To the knowledge of the MBS Parties, none of such customers (whether related including any of the MBS Parties and their respective Related Parties) has otherwise threatened to payment, price take any action described in clause (A) or otherwiseclause (B) on account of the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Agreement. (b) Section 2.24(bSchedule 3.22(b) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of (i) the top twenty-five names and addresses of the 15 largest wholesale customers (25each such customer, a “Top Wholesale Customer”) currently active suppliers 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 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, whether of products(B) has sought, servicesor is seeking, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, to reduce the price it will pay for the calendar year ending December 31services of the Company or its Subsidiaries, 2016 (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 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. (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”). Neither ) of the Company nor and its Subsidiaries have received written notice(including the MBS Parties and their respective Related Parties) based on the aggregate dollar amount of purchases for the 12-month period ended August 31, nor does 2016, and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. The MBS Parties have knowledge, not received any notice that (A) there has been any Top Supplier adverse change in the price of such supplies or services provided by any such supplier (iincluding any of the MBS Parties and their respective Related Parties) or any such supplier intends to cancel 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 materially and adversely modify indicated to the Company or any of its Subsidiaries any material dissatisfaction with its relationship with the Company or any Subsidiary of its Subsidiaries. To the knowledge of the MBS Parties, no such supplier (whether related including any of the MBS Parties and their respective Related Parties) has otherwise threatened to payment, price take any action described in clause (A) or otherwiseclause (B) on account of the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement Agreement. (d) The Company does not have, and its Subsidiaries do not have, a partnership, joint venture, agency, franchise or otherwiseother relationship with any customer or supplier, or 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) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceits Subsidiaries (and their respective Representatives) have previously delivered certain information to Buyer related to such policies 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) Section 2.24(a4.22 of the Disclosure Schedule sets forth a list of (i) the 15 largest customers (measured by dollar volume of sales to such customers) of the Company Disclosure Schedule contains a true Group Companies (the “Top Customers”) and correct list (ii) the 15 largest suppliers (measured by dollar volume of purchases from such suppliers) of the top twentyGroup Companies (the “Top Suppliers”), in each case for (A) each of the 12-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending month periods ended December 31, 2017 2018 and 2019 and (each such customerB) the nine month period ended September 30, a “Top Customer”). Neither 2020. (b) Since the Company nor its Subsidiaries have received written noticeReference Date, nor does the Company have any knowledge, that any no Top Customer (i) intends or Top Supplier has canceled, terminated, materially and adversely modified or, to cancel the Knowledge of the Company, made any threat to cancel, terminate or otherwise materially and adversely modify its relationship with the Company Group Companies, including any materially decrease on the part of any Top Customer in its direct or any Subsidiary (whether related to payment, price indirect purchase or otherwise) on account usage of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods products or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list Group Companies or on the part of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify in its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account sale of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods 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, 2019, there has 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 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 Subsidiary consistent Top Customer or Top Supplier with past custom and practicerespect 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 creditors under the laws of its respective jurisdiction.

Customers and Suppliers. (a) Section 2.24(a3.21(a) of the Company Seller Disclosure Schedule contains a true sets forth an accurate and correct complete list of (i) the top twentynames of all customers that ordered goods and services from any Acquired Company with an aggregate value for each such customer of €2,000,000 or more during the 12-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending month periods ended December 31, 2017 2010 and December 31, 2009, and (ii) the amount for which each such customer, a “Top Customer”)customer was invoiced during such period. Neither the No Acquired Company nor its Subsidiaries have has received written notice, nor does the Company have any knowledge, notice or has any reason to believe that any Top Customer customer listed in Section 3.21(a) of the Seller Disclosure Schedule (iA) intends has ceased, or will cease, to cancel use the products, goods or otherwise materially and adversely modify its relationship with 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 Subsidiary (whether related Acquired Company. To the Sellers’ Knowledge, no customer listed in Section 3.21(a) of the Seller Disclosure has otherwise threatened to payment, price or otherwise) on account take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement Agreement. No customer of any Acquired Company has any right to any substantial credit or otherwise, refund for products or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods sold or services from 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 Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive Acquired Companies’ normal course return policy, a reduction in pricing during 2018 except as copy of which has been factored into provided to the forecast provided for 2018Purchaser in the course of the Due Diligence. (b) Section 2.24(b3.21(b) of the Company Seller Disclosure Schedule contains a true sets forth an accurate and correct complete list of (i) the top twentynames of all suppliers from which any Acquired Company ordered raw materials, supplies, merchandise and other goods and services with an aggregate purchase price for each such supplier of €2,000,000 or more during the 12-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending month periods ended December 31, 2016 2010 and December 31, 2009, and (ii) the amount for which each such suppliersupplier 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, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written noticesupplies, nor does the Company have knowledgemerchandise or other goods or services, or that any Top Supplier (i) intends such supplier will not sell raw materials, supplies, merchandise and other goods and services to cancel or otherwise materially and adversely modify its relationship with the Company Purchaser or any Subsidiary (whether related Acquired Company at any time after the Closing on terms and conditions similar to paymentthose used in its current sales to the Acquired Companies, subject to general and customary price or otherwiseincreases. To the Sellers’ Knowledge, no supplier described in Section 3.21(b) on account of the Seller Disclosure Schedule 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 or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAgreement.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) Section 2.24(a) each of the top ten customers of the Company Disclosure Schedule contains and its Subsidiaries, taken as a true whole (by volume in dollars of sales to such customers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date and correct list the amount of revenues accounted for by such customer during each such period and (b) each of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether taken as a whole (by volume in dollars of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectivelypurchases from such suppliers), for the calendar year ending December 31, 2016 twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such supplierperson, a “Top "Major Supplier”"). 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 customer of 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 have has received written notice, nor does the Company have knowledge, that notice from any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with customer of the Company or any Subsidiary (whether related of its Subsidiaries or any Major Supplier that it intends to paymentfile a petition under applicable bankruptcy laws or otherwise seek relief from or make an assignment for the benefit of its creditors and, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company Company's Knowledge, no such notice or any Subsidiary consistent with past custom and practiceaction has been threatened.

Customers and Suppliers. (a) Section 2.24(a3.21(a) of the Company PMSC Disclosure Schedule contains a true and correct list of sets forth (i) the top twenty-five 35 customers of PMSC (25based on the dollar amount of sales to such customers) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending ended December 31, 2017 2009 and the top 20 customers of PMSC (each based on dollar amount of sales to such customercustomers) for the year ended December 31, a 2008 (the “Top CustomerMaterial Customers”)) and (ii) all former Internet banking and ▇▇▇▇ payment customers of PMSC since December 31, 2007. Neither Subject to the Company nor its Subsidiaries have received written noticereceipt of the consents referenced in Section 3.4, nor does except as set forth at Section 3.21(a) of the Company have any knowledgePMSC Disclosure Schedule, that any Top Customer (i) intends all Material Customers continue to cancel or otherwise be customers of PMSC and none of such Material Customers has reduced materially and adversely modify its business with PMSC from the levels achieved during the year ended December 31, 2009, and, to the knowledge of PMSC, no such reduction will occur; (ii) no Material Customer has terminated its relationship with the Company PMSC, nor has PMSC received notice or otherwise has knowledge that any Material Customer or any Subsidiary of its other customers intends to do so; (whether related to paymentiii) PMSC is not currently involved in any claim, price dispute or otherwisecontroversy with any Material Customer and (iv) on account PMSC is not currently involved in any claim, dispute or controversy with any of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018its other customers. (b) Section 2.24(b3.21(b) of the Company PMSC Disclosure Schedule contains a true and correct list sets forth the top 10 suppliers of PMSC (based on the dollar amount of purchases from such suppliers) for each of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending years ended December 31, 2016 2009 and December 31, 2008 (each such supplier, a the “Top SupplierMaterial Suppliers”). Neither Subject to the Company nor its Subsidiaries have received written noticereceipt of the consents referenced in Section 3.4, nor does except as set forth at Section 3.21(a) of the Company have knowledgePMSC Disclosure Schedule, that any Top Supplier (i) intends all Material Suppliers continue to cancel or otherwise be suppliers of PMSC and none of such Material Suppliers has reduced materially its business with PMSC from the levels achieved during the year ended December 31, 2009, and adversely modify to the knowledge of PMSC, no such reduction will occur; (ii) no Material Supplier has terminated its relationship with the Company PMSC, nor has PMSC received notice or otherwise has knowledge that any Subsidiary Material Supplier intends to do so; (whether related to paymentiii) PMSC is not involved in any claim, price dispute or otherwisecontroversy with any Material Supplier; and (iv) on account 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 transactions contemplated by this Agreement or otherwisePMSC Disclosure Schedule, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely no supplier to become, otherwise unable to PMSC represents a sole source of supply for goods or and services to used in the Company or any Subsidiary consistent with past custom and practiceconduct of PMSC’s business.

Customers and Suppliers. (a) Section 2.24(a3.19(a) of the Company Seller Disclosure Schedule contains sets forth a true and correct complete list of (i) the top twenty (20) largest customers of Seller, on a consolidated basis determined by dollar volume of sales, for each of the years ended December 31, 2019 and 2020 and for the period from January 1, 2021 to April 30, 2021 (collectively, the “Top Customers”) and (ii) the twenty-five (25) currently active customerslargest suppliers of or vendors to Seller, whether direct or wholesaleincluding, distributors or licensees without limitation, any professional employer organization, on a consolidated basis determined by dollar volume of Company Products by revenues generated in connection with such customers expenditures, for the calendar year ending December 31period from January 1, 2017 2020 to the April 30, 2021 (each such customercollectively, a the “Top CustomerSuppliers”). Neither . (b) Except as set forth on Section 3.19(b) of the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer Seller Disclosure Schedule: (i) intends to cancel or otherwise materially and adversely modify its relationship Seller does not have any outstanding disputes with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practiceTop Customer. No Top Customer has terminated, cancelled, or modified, or has, to the right Knowledge of Seller, threatened to terminate, cancel or will otherwise receive a reduction modify or expressed any material dissatisfaction with, its business relationship with Seller. Except as set forth in pricing during 2018 except as Section 3.19(b)(i) of the Seller Disclosure Schedule, Seller has been factored into not received any notice that any Top Customer intends to cease or substantially reduce its business with Seller after the forecast provided for 2018announcement of this Agreement and/or the Closing. (bii) Seller does not have any outstanding disputes concerning products and/or services provided to Seller by any Top Supplier, and there is no material dissatisfaction on the part of Seller with respect to any Top Supplier. No Top Supplier has terminated, cancelled or modified, 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 2.24(b3.19(b)(ii) of the Company Seller Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its SubsidiariesSchedule, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have Seller has not received written notice, nor does the Company have knowledge, any notice that any Top Supplier (i) intends to cancel cease or otherwise materially and adversely modify substantially reduce its relationship business with Seller after the Company or any Subsidiary (whether related to payment, price or otherwise) on account announcement of the transactions contemplated by this Agreement or otherwiseand/or the Closing. Seller has access, or (ii) is threatened with bankruptcy or insolvency or ison commercially reasonable terms, or is to all products and services reasonably likely necessary to becomecarry on the Business as presently conducted and, otherwise unable no Top Supplier has notified Seller of any circumstance in existence that would cause Seller to supply goods or services not have such access on commercially reasonable terms following Closing as reasonably necessary to carry on the Company or any Subsidiary consistent with past custom and practiceBusiness as presently conducted by Seller.

Customers and Suppliers. (a) Section 2.24(a) of the Company Disclosure Schedule contains 3.8 sets forth a true and correct list of (a) the top twentynames and addresses of the 20 largest customers of the Company in terms of sales during each of the two fiscal years ended March 31, 2001 and 2002 and for the nine-five month period ended December 29, 2002 (25the "Key Customers"), setting forth the total sales to and total bookings for each such customer during each such period and (b) currently active customersthe names and addresses of the 10 largest suppliers of the Company in terms of purchases during the fiscal years ended March 31, whether direct 2001 and 2002 and for the nine-month period ended December 29, 2002 (the "Key Suppliers"), setting forth for each such supplier the total purchases from each such supplier during each such period. Except as set forth in Schedule 3.8, since April 1, 2001, there has not been any material modification to the terms of any contract with the Key Customers or wholesaleKey Suppliers, distributors including material price decreases in the Company's outputs or licensees material price increases in the Company's inputs, and none of Company Products by revenues generated such contracts has been terminated. Except as set forth in Schedule 3.8, there are no ongoing discussions with any of the Key Customers or Key Suppliers in connection with any modification to the terms of any contract with the Key Customers or Key Suppliers, including price decreases in the Company's outputs or price increases in the Company's inputs, or in connection with any termination of such customers for contracts. To the calendar year ending December 31knowledge of the Parent and the Company, 2017 (each such customer, a “Top Customer”). Neither none of the Company nor its Subsidiaries have received written notice, nor does Key Customers or Key Suppliers has any intention to materially modify the Company have terms of any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship current contract with the Company or terminate any Subsidiary (whether related to payment, price such contract or otherwise) on account materially adversely change its business or relationship with the Company. The consummation of the transactions contemplated by this Agreement Agreement, with or otherwisewithout the giving of notice or the lapse of time or both, will not result in the loss of any Key Customer or Key Supplier or adversely affect the Company's relationship with any Key Customer or Key Supplier; and, to the knowledge of the Parent and the Company, there is no other event, condition or circumstance that has adversely affected or could reasonably be expected to adversely affect the Company's relationship with any Key Customer or Key Supplier. The Company has provided and delivered to the Buyer true and correct copies of (i) all Material Contracts with Key Customers and Key Suppliers and (ii) all documents, materials, correspondence, communications, summaries and notes in any way relating to any proposed material modification, termination, extension or renewal of any Material Contracts with Key Customers or Key Suppliers. Schedule 3.8 sets forth, with respect to each Material Contract with Key Customers or Key Suppliers, (w) the name of the Key Customer or Key Supplier, (x) the expiration date of such Material Contract, (y) the status of such Material Contract (whether the contract is threatened with bankruptcy being modified, terminated, extended or insolvency or is, or renewed) and (z) whether consent is reasonably likely required to become, otherwise unable assign such Material Contract to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Buyer at Closing. (b) Section 2.24(b) By letter agreement dated December 9, 2002 between The Boeing Company and the Company (the "Boeing Letter Agreement"), the term of the Special Business Provisions and the General Terms Agreement (No. WIC-31455-GTA-0599-3481), dated December 11, 1999, between the Company Disclosure Schedule contains a true and correct list The Boeing Company (the "Boeing Contract") has been extended through December 31, 2003. By letter agreement dated December 19, 2002 between Goodrich Aerostructures Group and the Company (the "Rohr Letter Agree▇▇▇▇"), the term of the top twenty-five Purchase Agreement (25No. 1NE0▇▇), dated January 23, 1995, between the Company and Rohr, Inc. (now operating as Goodrich Aerostructures Group) currently active suppliers (the "Roh▇ ▇▇ntract") has been extende▇ ▇▇▇▇▇▇h December 31, 2004. Each of ▇▇▇ Boeing Contract, as amended by the Boeing Letter Agreement, and the Rohr Contract, as amended by the Rohr Letter Agreement, is legal, val▇▇, binding and enforceable again▇▇ ▇he Company (and, to the knowledge of the Company and the Parent, the other party or parties thereto) in accordance with its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceterms.

Customers and Suppliers. (a) Section 2.24(a3.25(a) of the Company Seller Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five (25i) currently active customers, whether direct or wholesale, distributors or licensees fifteen (15) largest customers of the Company Products by revenues generated in connection with such customers and its Subsidiaries (on a consolidated basis) for the calendar year ending twelve (12) month period ended December 31, 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 customercustomer during such period. (b) 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, 2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, 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 the Seller Disclosure Schedule, since January 1, 2018, the Company and its Subsidiaries have not received a “Top Customer”)written notice from any 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 or supplier, and, to the Knowledge of the Company, no such Person intends, to (i) cease doing business with the Company or any of its Subsidiaries or (ii) change, in a manner materially adverse to the Company, the relationship of such Person with the Company or any of its Subsidiaries. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have is currently involved in any knowledge, that material dispute with any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction customer set forth in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b3.25(a) of the Company Seller Disclosure Schedule contains a true and correct list or any supplier set forth in Section 3.25(b) of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceSeller Disclosure Schedule.

Customers and Suppliers. (a) Section 2.24(a4.22(a) of the Company Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five largest ten (2510) currently active customers, whether direct suppliers of goods or wholesale, distributors or licensees of services to the Company Products by revenues generated in connection with such customers for and its Subsidiaries during the calendar year ending December twelve (12) month periods ended March 31, 2017 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 customertime period. Except as set forth on Section 4.22(a) of the Disclosure Schedule, a “Top Customer”). Neither no supplier listed on Section 4.22(a) of the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel Disclosure Schedule has cancelled or otherwise materially and adversely modify terminated its relationship with the Company or any Subsidiary (whether related to payment, price its Subsidiaries or otherwise) on account materially changed the pricing or other terms of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened its business with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or its Subsidiaries, and no such supplier has threatened or notified the Company in writing that it intends to cancel, terminate or materially change the pricing or other terms of its business with the Company 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 Subsidiary consistent with past custom and practice. No Top Customer has supplier identified on Section 4.22(a) of the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Disclosure Schedule. (b) Section 2.24(b4.22(b) of the Company Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five largest ten (2510) currently active suppliers customers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for Subsidiaries during the calendar year ending December twelve (12) month periods ended March 31, 2016 2018 and March 31, 2019 and the six (each 6) month period ended September 30, 2019, together with the dollar amount of such supplier, a “Top Supplier”). Neither goods and services purchased from the Company nor or its Subsidiaries have received written noticeby such customers during such time period. Except as set forth on Section 4.22(b) of the Disclosure Schedule, nor does no customer listed on Section 4.22(b) of the Company have knowledge, that any Top Supplier (i) intends to cancel Disclosure Schedule has cancelled or otherwise materially and adversely modify terminated its relationship with the Company or any Subsidiary (whether related 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 paymentcancel, price terminate or otherwise) on account materially decrease its business with the Company or its Subsidiaries. To the Knowledge of the transactions contemplated Company, no event has occurred that would be reasonably expected to materially and adversely affect the Company’s or its Subsidiaries’ relations with any customer identified on Section 4.22(b) of the Disclosure Schedule. (c) No Person has the exclusive right, by this Agreement Contract or otherwise, to advertise, market, sell, provide, manufacture, produce, distribute or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods any of the products or services to of the Company or any Subsidiary consistent with past custom and practiceof its Subsidiaries to any geography, Person or otherwise.

Customers and Suppliers. (ai) During the twelve (12) month period ending on the date hereof, there has not been any material interruption or outage (other than as requested by a customer) in the provision by PlayStream or its Subsidiaries of services to the customers, (ii) No customer of PlayStream or 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 monthly revenues of the Business of PlayStream and its Subsidiaries, has terminated or threatened in writing to terminate its relationship, or any agreement, with PlayStream or its Subsidiaries or given notice of its intention not to renew its relationship or agreement with PlayStream or its Subsidiaries. (iii) Section 2.24(a4(cc)(iii) of the Company PlayStream Disclosure Schedule sets forth a complete and accurate list of 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 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 true listing of all suppliers and correct list vendors of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor PlayStream and its Subsidiaries have received written notice, nor does to which PlayStream or its Subsidiaries paid or were obligated to pay in excess of $10,000 during the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with one-year period ended on the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Most Recent Fiscal Month End. (bv) Section 2.24(b4(cc)(v) of the Company PlayStream Disclosure Schedule contains a true listing of all material joint marketers, resellers and correct list referral sources of the top twenty-five (25) currently active suppliers Business of the Company and its SubsidiariesPlayStream with which PlayStream has a written agreement, whether together with a form of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceagreement.

Customers and Suppliers. (a) Section 2.24(a3.21(a) of the Company Descartes Disclosure Schedule contains sets forth a true complete and correct accurate list of the top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees purchasers of Company Products by revenues generated in connection with such customers Transferred Ag Active Ingredients based on sales revenue for the calendar year ending twelve-month period ended December 31, 2017 2016 (each such customercollectively, a the “Top CustomerAg Ingredient Customers”), together with the amount received during such period. Neither Other than Contracts with Ag Ingredient Customers that may expire in the Company nor ordinary course of business or 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 Subsidiaries have received written noticeterms, nor does all Ag Ingredient Customers continue to be customers of the Company have any knowledgeAg 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 Top such material reduction is likely to occur. As of the date of this Agreement, no Ag Ingredient Customer (i) intends to cancel or otherwise materially and adversely modify has terminated its relationship with the Company Ag Business or threatened in writing to do so. Descartes is not involved in any Subsidiary claim, dispute or controversy with (whether related to payment, price or otherwisei) on account of the transactions contemplated by this Agreement or otherwise, any Ag Ingredient Customer or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely any of its other direct customers of the Ag Business that could be material to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Ag Business. (b) Section 2.24(b3.21(b) of the Company Descartes Disclosure Schedule contains sets forth a true complete and correct 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, 2016, (ii) all suppliers of any chemical intermediate or active ingredient which are the sole source for the Ag Business and (A) are material for any Transferred Ag Active Ingredient or (B) have an annual purchase amount of such chemical intermediate or active ingredient greater than $3,500,000 during the year ended December 31, 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 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 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 Material Supplier 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 Material Supplier or (ii) any of its 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 able to continue supplying such goods or services to the Ag Business (or 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 twenty-five ten (2510) currently active suppliers customers of the Company Ag Business in each of the United States, European Union, Brazil, India and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of China based on sales and purchases, respectively, revenue for the calendar year ending twelve-month period ended December 31, 2016 (each such suppliercollectively, a the “Top SupplierAg Formulated Product Customers”), together with the amount received during such period. Neither Other than Contracts with Ag Formulated Product Customers that may expire in the Company nor 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 Subsidiaries have received written noticeterms, nor does all Ag Formulated Product Customers continue to be distributors of the Company have knowledgeAg Business. No Ag Formulated Product 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 Top Supplier (i) intends such material reduction is likely to cancel or otherwise materially and adversely modify occur. As of the date of this Agreement, no Ag Formulated Product Customer has terminated its relationship with the Company Ag Business or threatened in writing to do so. Descartes is not involved in any Subsidiary claim, dispute or controversy with (whether related to payment, price or otherwisei) on account of the transactions contemplated by this Agreement or otherwise, any Ag Formulated Product Customer or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services any of its other distributors of the Ag Business that could be material to the Company or any Subsidiary consistent with past custom and practiceAg Business.

Customers and Suppliers. (a) Section 2.24(aSchedule 4.23(a) of the Company Disclosure Schedule contains sets forth a true and correct list of the top twenty-five ten (2510) currently active customerslargest customers of the Business, whether direct or wholesaleas measured by revenue, distributors or licensees for each of Company Products fiscal year 2013, fiscal year 2014 and fiscal year 2015, showing the approximate aggregate total receipts by revenues generated in connection with such customers each of Intasco and Intasco USA for the calendar year ending December 31, 2017 (each such customer, a customer during such period (“Top CustomerMaterial Customers”). Neither All Material Customers continue to be customers of the Company nor its Subsidiaries have Business and neither Intasco or Intasco USA has received written noticeor, nor does to the Company have any knowledgeSeller’s Knowledge, oral notice that any Top Material Customer (i) intends to cancel or otherwise materially and adversely modify terminate its business relationship with the Company Intasco or any Subsidiary (whether related Intasco USA or to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable cease to purchase goods or adversely change in a significant manner the quantity purchased from either of any products or services from or the Company pricing or any Subsidiary consistent other material economic terms of its business with past custom and practice. No Top Customer has the right to either Intasco or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Intasco USA. (b) Section 2.24(bSchedule 4.23(b) of the Company Disclosure Schedule contains sets forth a true and correct list of the top twenty-five ten (2510) currently active largest suppliers of the Company and its SubsidiariesBusiness, whether of products, services, Intellectual Property or otherwise, as measured by dollar volume of sales and purchases, respectivelycosts, for each of fiscal year 2013, fiscal year 2014 and the calendar fiscal year ending December 312015, 2016 (showing the approximate aggregate total expenditures by each of Intasco or Intasco USA for each such supplier, a supplier during such period (“Top SupplierMaterial Suppliers”). Neither Intasco nor Intasco USA has received written, or, to the Company nor its Subsidiaries have received written noticeSeller’s Knowledge, nor does the Company have knowledge, oral notice that any Top Material Supplier intends to terminate its business relationship with either or to cease to supply or adversely change in a significant manner its price or terms to either of any products or services. (c) Within the last twelve (12) months (i) intends to cancel there has been no material adverse change in the relationships of either Intasco or otherwise materially Intasco USA with its (A) Material Suppliers, or (B) Material Customers, and adversely modify its relationship with the Company (ii) there has been no incentive or any Subsidiary (whether related to paymentother benefits, price or otherwise) on account of the transactions contemplated by this Agreement time sensitive or otherwise, offered to any distributor or (ii) is threatened with bankruptcy other customer by or insolvency on behalf of either Intasco or is, or is reasonably likely Intasco USA to become, otherwise unable induce them to supply goods purchase inventory or services in excess of the amounts they would purchase in the ordinary course in the absence of any such incentives or benefits. (d) To Seller’s knowledge, there is no reason to anticipate that the benefits of any relationship with any of the Material Customers or Material Suppliers will not continue after the Closing in substantially the same manner as prior to the Company or any Subsidiary consistent with past custom and practicedate of the Agreement.

Customers and Suppliers. (a) Section 2.24(a3.25(a) of the Company Seller Disclosure Schedule contains sets forth a true and correct complete list of the top twenty-five (25i) currently active customers, whether direct or wholesale, distributors or licensees fifteen (15) largest customers of the Company Products by revenues generated in connection with such customers and its Subsidiaries (on a consolidated basis) for the calendar year ending twelve (12) month period ended December 31, 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 customercustomer during such period. (b) 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, 2017 in terms of aggregate total sales in dollars by the Company and its Subsidiaries, 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 the Seller Disclosure Schedule, since January 1, 2018, the Company and its Subsidiaries have not received a “Top Customer”)written notice from any 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 or supplier, and, to the Knowledge of the Company, no such Person intends, to (i) cease doing business with the Company or any of its Subsidiaries or (ii) change, in a manner materially adverse to the Company, the relationship of such Person with the Company or any of its Subsidiaries. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have is currently involved in any knowledge, that material dispute with any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction customer set forth in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b3.25(a) of the Company Seller Disclosure Schedule contains a true and correct list or any supplier set forth in Section 3.25(b) of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceSeller Disclosure Schedule.

Customers and Suppliers. (a) Section 2.24(a3.22(a) of the Company Disclosure Schedule contains a true and correct list Letter lists the ten (10) largest customers by revenue (excluding intercompany sales) (the “Key Customers”) of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees Company Entities for each of Company Products by revenues generated in connection with such customers for the calendar fiscal year ending ended December 31, 2017 (2020 and the period beginning on January 1, 2021 and ending on the date of the Latest Balance Sheet, and sets forth opposite the name of each such customerKey Customer the amount and percentage of consolidated revenue attributable to such Key Customer. In the last twelve (12) months, no Key Customer has materially reduced or materially altered (in a “Top Customer”). Neither manner adverse to the Company nor Entities) its Subsidiaries have received written notice, nor does relationship or the terms of its business with the Company have Entities, and none of the Company Entities has received written, or to the Knowledge of the Company verbal, notice from any knowledge, that any Top Key Customer (i) intends of any intention to cancel or otherwise materially and adversely modify terminate of its relationship with the Company or Entities, (ii) of any Subsidiary material and adverse change to the terms (whether related to payment, price price, discounts or otherwise) on account of with respect to, or materially decrease or increase the transactions contemplated by this Agreement or otherwiserate of, buying Company Products, or (iiiii) is threatened of any material claim, dispute or controversy with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018such Key Customer. (b) Section 2.24(b3.22(b) of the Company Disclosure Schedule contains a true Letter lists the ten (10) largest vendors, licensors, service providers and correct list of other suppliers (measured by aggregate spend) (the top twenty-five (25“Key Suppliers”) currently active suppliers of the Company and its Subsidiaries, whether Entities for each of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar fiscal year ending ended December 31, 2016 (2020 and the period beginning on January 1, 2021 and ending on the date of the Latest Balance Sheet and sets forth opposite the name of each such supplierKey Supplier the amount of expenses attributable to (whether directly or through) such Key Supplier. In the last twelve (12) months, no Key Supplier has materially reduced or materially altered (in a “Top Supplier”). Neither manner adverse to the Company nor Entities) its Subsidiaries have received written notice, nor does relationship the terms of its business with the Company have knowledgeEntities, that and none of the Company Entities has received written, or to the Knowledge of the Company, verbal notice from any Top Key Supplier (i) intends of any intention to cancel or otherwise materially and adversely modify terminate its relationship with the Company Entities or (ii) of any Subsidiary intention to materially change the terms (whether related to payment, price price, discounts or otherwise) on account of with respect to, or materially decrease or increase the transactions contemplated by this Agreement rate of, supplying materials, products or otherwiseservices to any Company Entity, or (iiiii) is threatened of any material claim, dispute or controversy with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practicesuch Key Supplier.

Customers and Suppliers. (a) Section 2.24(a4.15(a) of the Company Disclosure Schedule contains sets forth (i) a true and correct complete list of the top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees customers of Company Products the Acquired Companies by revenues generated in connection with such customers revenue for the calendar year ending December period from January 1, 2019, through October 31, 2017 2019 (collectively, the “Material Customers”); and (ii) the dollar amount of products and services purchased from the Acquired Companies by each such customerMaterial Customer during such period. Except as set forth in Section 4.15(a) of the Disclosure Schedule, a “Top Customer”). Neither no Material Customer has materially reduced or changed the terms of its business with any Acquired Company nor its Subsidiaries have during the twelve (12) month period preceding the date hereof, and no Acquired Company has received written any notice, nor does the Company have or has any knowledgereason to believe, that any Top Material Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with will, after the Company or any Subsidiary (whether related to paymentClosing, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable cease to purchase or materially reduce its purchases of goods or services from the any Acquired Company or otherwise materially alter (in a manner adverse to any Subsidiary consistent Acquired Company) its relationship with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018any Acquired Company. (b) Section 2.24(b4.15(b) of the Company Disclosure Schedule contains sets forth (i) a true and correct complete list of the top twenty-five twenty (2520) currently active suppliers of the each Acquired Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, amount spent for the calendar year ending December period from January 1, 2019, through October 31, 2016 2019 (each such suppliercollectively, a the “Top SupplierMaterial Suppliers”); and (ii) the amount of each Acquired Company’s purchases from each Material Supplier during such period. Neither 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 nor 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 materially reduced or changed the terms of its Subsidiaries have business with any Acquired Company during the twelve (12) month period preceding the date hereof, and no Acquired Company has received written any notice, nor does the Company have knowledgeor has any reason to believe, that any Top Material Supplier (i) intends to cancel or will, after the Closing, terminate or materially reduce its business relationship with any Acquired Company or otherwise materially and adversely modify alter (in a manner adverse to such company) its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practiceAcquired Company.

Customers and Suppliers. (a) Section 2.24(a) of the Company Southcross Disclosure Schedule contains 3.20(a) sets forth a true and correct complete list of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account top twenty customers of the transactions contemplated by this Agreement or otherwiseHoldings Companies based on revenue of the Holdings Companies as set forth on Southcross Disclosure Schedule 3.20(a), or each for the 12-month period ended September 30, 2017 and the amount for which each such customer was invoiced during such period and (ii) is threatened with bankruptcy the top twenty customers of the Holdings Companies based on gathered (A) has ceased or insolvency substantially reduced, or iswill cease or substantially reduce, use of products or services of the Holdings Companies or (B) has sought, or is reasonably likely seeking, to become, otherwise unable to purchase goods or reduce the price it will pay for the services from of the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Holdings Companies. (b) Section 2.24(b) of the Company Southcross Disclosure Schedule contains 3.20(b) sets forth a true and correct complete list of (i) the top twenty-five (25) currently active suppliers of the Company Holdings Companies (other than law firms, accounting and its Subsidiariesaudit firms, whether insurers, financial advisers or employee benefits administrators, and other than suppliers of productsnatural 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), services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, each for the calendar year ending December 3112-month period ended September 30, 2016 (2017, from which the Holdings Companies ordered products or services with an aggregate purchase price for each such supplier, a supplier and (ii) the amount for which each such supplier invoiced the Holdings Companies during such period (the “Top SupplierMaterial Suppliers”). Neither Holdings LP has not received any notice or has any reason to believe that there has been any material adverse change in the Company nor its Subsidiaries price of such supplies or services provided by any such Material Supplier (excluding any Material Suppliers that have received written noticemonth-to-month contracts with the Holdings Companies), nor does the Company have knowledge, or that any Top 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) intends to cancel any trade loading practices or otherwise materially and adversely modify its relationship any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or other distributors with the Company or any Subsidiary effect of accelerating to pre-Closing periods sales that would otherwise be expected (whether related based on past practice) to paymentoccur in post-Closing periods, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy 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 Ordinary Course of Business in pre-Closing periods or insolvency (B) any other promotional, sales, rebate or isdiscount activity or deferred revenue activity in each case in this clause (C), or is reasonably likely to become, otherwise unable to supply goods or services to in any manner outside the Company or any Subsidiary consistent with past custom and practiceOrdinary Course of Business.

Customers and Suppliers. (a) Section 2.24(ai) of the Company Seller Disclosure Schedule contains a true and correct list Schedules lists the top 10 customers of the top twenty-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 Acquired Companies (each such customer, a “Top Customer”). Neither ) for the Company nor its Subsidiaries have received written notice, nor does most recent fiscal year and the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially first nine months of 2025 and adversely modify its relationship with sets forth opposite the Company or any Subsidiary (whether related to payment, price or otherwise) on account name of each such customer the dollar amount and percentage of net sales of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely Acquired Companies attributable to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practicesuch customer. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b5.20(ii) of the Company Seller Disclosure Schedule contains a true and correct list of Schedules lists the top twenty-five (25) currently active 10 largest suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top 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. Neither No supplier has indicated to the Company nor its Subsidiaries have received written noticeAcquired Companies that it will stop, nor does or decrease the Company have knowledgerate of, supplying materials, products or services to the Acquired Companies and no customer has indicated to the Acquired Companies that any it will stop, or decrease the rate of, purchasing materials, products or services from the Acquired Companies or require a material decrease in price in order to continue purchasing materials, products or services from the Acquired Companies. No Top Customer or Top Supplier has terminated (iwhether in writing or, to Seller’s Knowledge, orally) intends to cancel any Contract or otherwise materially and adversely modify 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 market conditions) or other terms of its relationship with the Acquired Companies. Neither Seller nor either Acquired Company has had any material dispute with any such Top Customer or any Subsidiary (whether related to payment, price Top Supplier from either Seller or otherwise) on account of the transactions contemplated by this Agreement or otherwiseAcquired Companies, or (ii) is threatened such Top Customer or Top Supplier, providing any detail with bankruptcy or insolvency or is, or is reasonably likely respect to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practicesuch dispute.

Customers and Suppliers. (a) Section 2.24(a5.28(a) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of (i) the top twenty-five ten (2510) currently active customerscustomers of the Company and the Company Subsidiaries (on a consolidated basis), whether direct or wholesale, distributors or licensees for each of Company Products by revenues generated in connection with such customers for the calendar year ending ended December 31, 2017 2024 and the six (6) months ending on the Balance Sheet Date (the “Top Customers”), (ii) the amount of revenue or sales from each such customer, a “Top Customer”), as applicable, for the relevant periods, and (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 its Subsidiaries have any Company Subsidiary has received written noticeany written, nor does or, to the Company have any knowledgeKnowledge of the Company, oral, notice that any of such Top Customer Customers (iA) intends to cancel has ceased or otherwise materially and adversely modify substantially reduced, or will cease or substantially reduce, its relationship with purchase of products of the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, Company Subsidiaries or (iiB) is threatened with bankruptcy or insolvency or ishas sought, or is reasonably likely seeking, to become, otherwise unable to purchase goods or services from reduce the price it will pay for the products of the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Company Subsidiaries. (b) Section 2.24(b5.28(b) of the Company Disclosure Schedule contains Schedules sets forth a true and correct complete list of (i) the top twenty-five ten (2510) currently active suppliers suppliers, vendors and service providers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectivelythe Company Subsidiaries (on a consolidated basis), for each of the calendar year ending ended December 31, 2016 2024 and the six (6) months ending on the Balance Sheet Date (the “Top Vendors”), (ii) the amount for which each such supplierTop Vendor invoiced the Company or such Company Subsidiary during such period, a “and (iii) the percentage of the consolidated total spend of the Company and the Company Subsidiaries represented by payments or disbursements to each Top Supplier”)Vendor during such period. Neither the Company nor its Subsidiaries have any Company Subsidiary has received written noticeany written, nor does or, to the Company have knowledgeKnowledge of the Company, oral, notice believe that any of such Top Supplier Vendor (iA) intends plans to cancel materially increase the price of such supplies or otherwise materially and adversely modify its relationship with the Company or services provided by any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, such Top Vendor or (iiB) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods will not sell supplies or services to the Company or and the Company Subsidiaries at any Subsidiary consistent with past custom time after the Closing Date on terms and practice.conditions substantially the same as those used in its current sales to the Company and the Company Subsidiaries, in each case subject to general and customary price increases. 5.29

Customers and Suppliers. (a) Section 2.24(a) of the Company Disclosure Schedule contains 7.18 sets forth a true and correct list of the top twenty-five twenty (2520) currently active customers, whether direct or wholesale, distributors or licensees customers (the “Customers”) of Company Products the Business determined by revenues generated in connection with such customers sales (i) for the calendar fiscal year ending ended December 31, 2017 2018 and (each ii) the ten (10) month period ending on October 31, 2019. No such customerCustomer has, a “Top Customer”). Neither since January 1, 2019, cancelled or terminated or modified adversely to the Company nor or any of its Subsidiaries, or notified the Company or any of its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends in writing of an intent to cancel or otherwise materially and terminate or modify adversely modify to the Company or any of its Subsidiaries, any of its Contracts, volume of business or other material aspect of its business relationship with the Company or any Subsidiary (whether related of its Subsidiaries. Since January 1, 2019, no such Customer has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the relationship with such Customer. There has not occurred any event, happening, or fact which would lead the Company to payment, price or otherwise) on account reasonably believe that any of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely Customers will not continue to become, otherwise unable to purchase goods or services require substantially the same level of service and/or product purchases from the Company or any its applicable Subsidiary consistent with past custom after the Closing on comparable terms and practiceconditions. No Top Customer has the right to or will otherwise receive Schedule 7.18 sets forth a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of the Company Disclosure Schedule contains a true and correct list of the top twenty-five twenty (2520) currently active suppliers and vendors (the “Key Suppliers”) of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, Business determined by dollar volume of sales and purchases, respectively, dollars paid (x) for the calendar fiscal year ending ended December 31, 2016 2017, (each such suppliery) for the fiscal year ended December 31, a “Top Supplier”)2018 and (z) the ten (10) month period ending on October 31, 2019. Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel There are no limited source suppliers or otherwise materially and adversely modify its relationship with the Company vendors of significant services or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services materials to the Company or any Subsidiary consistent of its Subsidiaries to which there are no or few practical alternatives available on comparable terms and conditions (“Limited Source Supplier”). There has not occurred any event, happening, or fact which would lead the Company to reasonably believe that any Key Supplier or Limited Source Supplier will not continue to supply substantially the same level and type of products or services purchased by the Company and its Subsidiaries under similar terms and conditions. Since January 1, 2019, no Key Supplier has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the relationship with such Key Supplier. The Company and its Subsidiaries are not, and for the past custom and practicethree years have not been, involved in any material dispute or Proceeding with any Customer or Key Supplier.

Customers and Suppliers. (a) Section 2.24(a4.21(a) of the Company Disclosure Schedule contains Schedules sets forth a true complete and correct accurate list of the top twentyten (10) customers by revenue of the Acquired Companies (other than Hilo), taken as a whole, for each of the twelve-five (25) currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending month period ended December 31, 2017 2020 and the six-month period ended June 30, 2021 (the “Top Customers”) and the amount of revenue attributable to each such customerTop Customer in respect of each such period. During the past twelve (12) months, a “Top Customer”). Neither the Company nor its Subsidiaries Acquired Companies (other than Hilo) have not received any written notice, nor does the Company have any knowledge, notice that any Top Customer has ceased, or will cease to, conduct business with the applicable Acquired Company (i) intends to cancel or other than Hilo), and no Top Customer has otherwise materially and adversely modify modified its relationship with the applicable Acquired Company (other than Hilo) or threatened in writing to do so. There is no outstanding material dispute with any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018Customer. (b) Section 2.24(b4.21(b) of the Company Disclosure Schedule contains Schedules sets forth a true complete and correct accurate list of the top twenty-five ten (2510) currently active suppliers by payment of the Company raw materials, supplies, merchandise and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply 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 with any Subsidiary consistent Top Supplier. With respect to the Material Contracts listed on Section 4.10(a)(xi) of the Disclosure Schedules, there is no outstanding or pending material dispute with past custom any counterparty to any such Contract and practiceno Acquired Company has received any written notice from any counterparty to any such Contract threatening any such material dispute.