Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Business.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (a) As of the date hereof: (i) a list Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the names and addresses date of this Agreement, was one of the ten 20 largest sources of revenues recognized under GAAP for Company during such period (10each, a “Significant Customer”); (ii) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may beSection 3.1.16(a) of the Company, Company Disclosure Schedule lists each Significant Customer and the percentage of the Company’s Business which each total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier represents who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or represented services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during each of fiscal years 2008such period (each, 2009, 2010 and 2011a “Significant Supplier”); (ii) a description Section 3.1.16(b) of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Company Disclosure Schedule 4.18 hereto) between the Company lists each Significant Supplier; and each person which manufactures any of the Company's products; (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a description of the business arrangements (supplier to the extent not reflected in any Contracts Surviving Corporation after the Closing or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual that such supplier intends to terminate or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company materially modify existing agreements with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered;Surviving Corporation. (c) restricts the geographical area in whichTo Company’s knowledge no supplier, distributor, or the customers to whom, the Company can or does transact Business, or customer has any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation interest in any program of promotional allowancesreal or personal, cooperative advertising tangible or discounts intangible property, including Company Owned Intellectual Property (whether as the party providing defined in Section 3.1.20(a)(ii)), used in or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made pertaining to the Company for goods or services sold by the Company to any Person is subordinated in right business of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessCompany.

Customers and Suppliers. Set forth in on Schedule 4.21 hereto 5.32 is a true, correct and complete list, for each of the three (3) years prior to the date hereof, of the Company's (i) a list of the names and addresses of the ten (10) largest top 5 customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and based on the percentage of the Company’s Business which each 's revenue generated by such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 such period and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any amount of the Company's products; revenue generated from each such customer in each such year, (ii) top 5 suppliers, based upon the value of goods purchased by the Company during such period, and the value of the goods purchased by the Company from each such supplier in each such year, and (iii) a description of top 5 sales people, based upon the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between revenue generated by the Company during such period and the amount of revenue generated by such sales people in each such year. To the knowledge of the Company, all supplies and services necessary for the conduct of each Acquired Company's sales representativesbusiness as presently conducted may be obtained from readily available alternate sources on terms and conditions comparable to those presently available to such Acquired Company. Except as set forth in Schedule 4.18 hereto, there There exists no actual or threatened or, to the knowledge of the Company, threatened, termination, cancellation or material limitation of, or any modification or material change in, the business relationship of the any Acquired Company with any such customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in suppliers. To the aggregate are material to the operations of the Business knowledge of the Company, no customer or with supplier of any supplier Acquired Company has experienced any material work stoppage or group other material adverse circumstance or suppliers, listed in Schedule 4.21 hereto, condition that is reasonably likely to jeopardize or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business applicable Acquired Company's future relationship with such customer or supplier. There are no pending material disputes or controversies between any customer or supplier of the any Acquired Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the and such Acquired Company. Neither the Company, nor the Seller, nor No customer of any officer, director, or employee of the Acquired Company is a party has any right to any Contract credit or arrangement that: (a) involves the purchase or sale of goods refund for products sold or services rendered or to be rendered by the Company and provides for payment of any money, or transfer of any property for such goods or services pursuant to any Person contract or practice of the applicable Acquired Company other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made pursuant to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations normal course return policy of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessAcquired Company.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the ten (10) largest customers, customers and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of the fiscal years 2008, 2009, 2010 and 2008 through 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. ; Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller , and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Business.

Customers and Suppliers. Set (a) Schedule 4.25(a) sets forth in Schedule 4.21 hereto is (i) a list of all customers that have made payments to the names and addresses Company in excess of the ten (10) largest customers, $50,000 and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of its Subsidiaries, taken together, as measured by the Company's sales representatives. Except dollar amount of payments or purchases therefrom, in each case during each of the fiscal years ended December 31, 2010 and December 31, 2011 and the eleven months ended November 30, 2012, showing the approximate total payments to Company and each of its Subsidiaries by each such customer and the approximate total purchases by Company and each of its Subsidiaries from each such supplier during such period. (b) Since December 31, 2011, no customer or supplier listed on Schedule 4.25(a) has terminated its relationship with the Company or any of its Subsidiaries or materially changed the pricing or other terms of its business with the Company or any of its Subsidiaries and no customer or supplier listed on Schedule 4.25(a) has notified Company or any of its Subsidiaries that it intends to terminate or materially change the pricing or other terms of its business with the Company or any of its Subsidiaries, except as set forth disclosed in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship 4.25(b). (c) The relationships of the Company with any customer or group of customers listed in Schedule 4.21 heretoits suppliers and customers, or whose purchases individually or are, in the aggregate are material to the operations of the Business good faith opinion of the Company, or with any supplier or group or suppliersgood commercial working relationships. Except as disclosed on Schedule 4.25(c), listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business none of the Company’s suppliers or customers has canceled, terminated, or otherwise materially altered or notified Company, of any intention or otherwise threatened to cancel, terminate, or materially alter its relationship with the Company effective prior to, as of, or within one year after, the Closing. Seller There has not been, and the Company represents has no reasonable basis to expect that there exists no will be, any change in relations with suppliers or customers, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. There is not any present condition or state of facts or circumstances known related to the Company Company’s customers and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now that would reasonably foresee would materially adversely affect be expected to prevent the Business of the Company or prevent the Buyer from conducting the Business of the Company being carried on after the consummation of the Transaction Closing Date in essentially the same manner in which as it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesspresently being carried on.

Customers and Suppliers. Set (a) Section 3.22 (a) of the Disclosure Schedule sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list of the names and addresses of all material customers of the ten Group Companies (10including the Sellers and their Affiliates) largest customersbilled for each of such customers in an amount of RMB 200,000 or its equivalent or more in the twelve-month period ending on the date hereof, (ii) the amounts invoiced by each such customer during such period, and the ten (10iii) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which sales to each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description such period relative to the consolidated total sales of the business arrangements Group Companies. The Sellers have not received any notice nor does it have any reason to believe that any of such customers (including the Sellers and their Affiliates) (A) has ceased or materially reduced, or will cease or materially reduce, their use of the products or services of the Target Company or its Subsidiaries, or (B) has sought, or is seeking, a reduction in the prices to be paid for the services provided to the extent not reflected in any Contracts Target Company or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures its Subsidiaries. None of such customers has otherwise threatened to take any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or actions described in the aggregate are material to the operations preceding sentence as a result of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee transactions contemplated hereby. (b) Section 3.22 (b) of the Company is Disclosure Schedule sets forth a party to any Contract or arrangement that: true and complete list of (ai) involves all material suppliers of the purchase or sale of goods Group Companies (including the Sellers and their Affiliates) from whom the Group Companies ordered products or services for an aggregate purchase price of RMB 200,000 or more in the twelve-month period ending on the date hereof, and (ii) the amounts invoiced by each such supplier to the Company and provides for payment of Group Companies during such period. The Sellers have not received any money, notice or transfer of has any property reason to believe that there has been any material adverse change in the prices for such goods or services to offered by any Person other than such suppliers (including the Company, Sellers and their Affiliates) or that any such suppliers (including the supplier or customer purchasing or selling such goods or services, as Sellers and their Affiliates) will not at any time after the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which Closing Date sell goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by Group Companies on substantially the Company same terms and conditions as they currently sell to any Person is subordinated in right of payment to any indebtedness or obligations the Group Companies, other than normal and customary price increases. None of such Person or suppliers has threatened to take any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessforegoing actions as a result of the consummation of the transactions contemplated hereby.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ia) a list As of the names and addresses of the ten (10) largest customersAgreement Date, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures has no Knowledge of any outstanding material disputes concerning any Company Products or any services provided by the Company or any of its Subsidiaries with respect thereto with any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of 15 largest customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent its Subsidiaries based in revenues received in the Buyer four consecutive quarters ended June 30, 2017 or revenues expected by the Company to be received in the four consecutive quarters ended June 30, 2018 (each, a “Significant Customer”). As of the Agreement Date, the Company has not received any written, or to the Company’s Knowledge, oral notice from conducting the Business any Significant Customer that such customer will not continue as a customer of the Company or any of its Subsidiaries after the consummation Effective Time or that any such customer intends to terminate or materially modify existing Contracts or arrangements with Company or any of its Subsidiaries. (b) As of the Transaction in essentially Agreement Date, the same manner in which it Company has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor no Knowledge of any officer, director, or employee outstanding material disputes with any supplier of the Company is a party to or any Contract or arrangement that: (a) involves of its Subsidiaries who, in the purchase or sale four consecutive fiscal quarters period ended June 30, 2017 was one of goods or services the 15 largest recipients of payments by the Company and provides for payment its Subsidiaries on a consolidated basis (each, a “Major Supplier”). As of the Agreement Date, neither the Company nor any moneyof its Subsidiaries has received any written, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in Knowledge, oral notice from any program Major Supplier that it intends to terminate, not renew, or materially and adversely change the terms of promotional allowances, cooperative advertising or discounts (whether as the party providing related to payment, price, or receiving such allowance or discount); (fotherwise) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to its relationship with the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessits Subsidiaries.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ia) a list of To the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) Knowledge of the Company, and neither the percentage Company nor any of its Subsidiaries has any outstanding material dispute concerning its services and/or products with any Significant Customer. Each current customer who was one of the Company’s Business which each such customer or supplier represents or represented during each 20 largest sources of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between revenue on an annual recurring revenue basis for the Company and each person which manufactures any of its Subsidiaries based on amounts paid or payable in the Company's products; 12 months ended July 31, 2023 (iii“Significant Customer”) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in is listed on Schedule 4.18 hereto2.17(a) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with Disclosure Letter. Since February 1, 2023, neither the Company nor any customer or group of customers listed in Schedule 4.21 heretoits Subsidiaries has received any written or, or whose purchases individually or in the aggregate are material to the operations of the Business Knowledge of the Company, or with oral notice from any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material Significant Customer to the operations of the Business of the Company. Seller and effect that such customer intends to terminate its business relationship with the Company represents or any of its Subsidiaries (or the Surviving Corporation or Parent) after the Closing or that there exists no present condition such customer intends to terminate or state materially and adversely modify existing Contracts with the Company or any of facts its Subsidiaries (or circumstances known the Surviving Corporation or Parent) or materially reduce the amount paid to the Company and or any of its Subsidiaries (or the Seller involving customers, suppliers Surviving Corporation or sales representatives which the Parent) for Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);Products. (b) requires payment by To the Knowledge of the Company, neither the Company for nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier or vendor who, in the fiscal year ended July 31, 2023, was one of the 20 largest suppliers of goods whether and/or services to the Company, based on amounts paid or not payable during such goods are delivered; periods (ceach, a “Significant Supplier”). Each Significant Supplier is listed on Schedule 2.17(b) restricts the geographical area in which, or the customers to whom, of the Company can or does transact BusinessDisclosure Letter. Since February 1, or 2023, neither the Company nor any business; (d) restricts of its Subsidiaries has received any written or, to the price at which goods or services may be sold by Knowledge of the Company; (e) provides for the Company’s participation in , oral notice of termination of any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that existing Contracts with any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessSignificant Supplier.

Customers and Suppliers. Set Schedule 2.24 sets forth in Schedule 4.21 hereto is (ia) a list of the names Company’s top twenty (20) customers (on a consolidated basis) (by gross revenues generated from sales and addresses services provided to such customers) (collectively, the “Material Customers”) and (b) a list of the Company’s top ten (10) largest customerssuppliers (on a consolidated basis) (by aggregate cost of products and/or services purchased from such suppliers) (collectively, the “Material Suppliers”), for the fiscal year ended December 31, 2022 and for the nine (9)-month period ended September 30, 2023. The Company or its Subsidiaries has not received any written notice from any such customer to the effect that, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of neither the Company, and the percentage of the Company’s Business which each its Subsidiaries nor Seller has any Knowledge that, any such customer or supplier represents or represented during each of fiscal years 2008will stop, 2009, 2010 and 2011; (ii) a description of decrease the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation rate of, or change the terms (whether related to payment, price or otherwise) with respect to, buying products and/or services from the Company or its Subsidiaries (whether as a result of the consummation of the Contemplated Transactions or otherwise). The Company or its Subsidiaries has not received any modification written notice from any such supplier to the effect that, and neither the Company, its Subsidiaries nor Seller has any Knowledge that, any such supplier will stop, decrease the rate of, or change inthe terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the business relationship Company or its Subsidiaries (whether as a result of the consummation of the Contemplated Transactions or otherwise). There are no suppliers of products or services to the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate its Subsidiaries that are material to the operations Business with respect to which practical alternative sources of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or supply are not generally available on comparable terms and conditions in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessmarketplace.

Customers and Suppliers. Set Section 5.22 of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of (a) the ten (10) largest customers, customers (by revenue) and the ten five (105) largest suppliers (measured by dollar volume expenditure) of purchases the business of the Company and the Company Subsidiaries during the 2018 fiscal year and (b) the revenue attributed to such customers or salesspent with such suppliers in such fiscal year (collectively, as the case may be“Company Customers and Suppliers”). None of the Company Customers and Suppliers: (i) has terminated or, to the Knowledge of the Company, and threatened, either in writing or orally, to terminate or not to renew or extend its relationship with the percentage Company or any of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011Company Subsidiaries; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between has notified the Company and each person which manufactures or any of the Company Subsidiaries, either in writing or, to the Knowledge of the Company's products, orally, that it intends to materially and adversely modify its relationship with, or materially reduce its purchases from or other business with, the Company or any Company Subsidiaries; (iii) a description has materially and adversely changed its pricing terms or any other terms of its business with the business arrangements Company or any Company Subsidiaries; or (iv) to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business Knowledge of the Company, has any plan or with intention to do any supplier or group or suppliersof the foregoing. Since January 1, listed in Schedule 4.21 hereto2016, or whose sales individually or in neither the aggregate are material Company nor any Company Subsidiary has received any written or, to the operations of the Business Knowledge of the Company. Seller and the Company represents that there exists no present condition , oral complaint from any of its customers or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (bCompany Customers and Suppliers) requires payment by concerning the products and/or services provided to or from the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in whichand/or any Company Subsidiaries, or the customers to whom, nor has the Company can or does transact Business, or any business; (d) restricts Company Subsidiaries had any of its respective products returned by a purchaser thereof, other than complaints and returns made in the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program ordinary course of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale business of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods that, individually or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessaggregate, have not had a Material Adverse Effect.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (a) During the past two years, neither the Company nor any of its Subsidiaries has received from: (i) a list any current or former customer of the names and addresses Company or any of its Subsidiaries any written notice or assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures of the ten (10) largest customersCompany or one of its Subsidiaries to deliver upon any promises or legal or contractual obligations, and the ten (10) largest suppliers (measured by dollar volume no such assertion of purchases breach, misrepresentation, breach of warranty, design errors or salesmalfunctions, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents other failures have been otherwise threatened; or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship current customer of the Company with or its Subsidiaries any written notice that such customer has ceased or group intends to cease or terminate its use of customers listed in Schedule 4.21 heretothe products or services of the Company or its Subsidiaries, or whose reduced or intends to reduce such use, whether or not as a result of the transactions contemplated hereby, or has sought to change the terms for its purchases of such products and services, and no customer has otherwise threatened such a cessation, termination, or change in use or terms, except in each case where such alleged breach, misrepresentation, breach of warranty, design errors or malfunctions, or cessation, termination or reduction has not and would not reasonably be expected to result in the Company or its Subsidiaries incurring, individually or in the aggregate are material with all other instances thereof, any loss of revenue or other Liability by the Company or any of its Subsidiaries in excess of $100,000. (b) Except as set forth on Schedule 4.19(b) of the Company Disclosure Schedule, during the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former supplier of the Company or any of its Subsidiaries any notice or assertion of breach, misrepresentation, breach of warranty, or other failures of the Company or any of its Subsidiaries to deliver upon any promises or legal or contractual obligations, nor to the operations of the Business Knowledge of the Company, or with has any supplier or group or suppliers, listed in Schedule 4.21 heretoevent occurred, or whose sales does any circumstance or condition exist that, with or without the giving of notice or lapse of time, or both, might form the basis of any such notice or assertion; or (ii) any current supplier of the Company or any of its Subsidiaries any notice that such supplier has ceased or intends to cease or terminate supplying the products or services to the Company or any of its Subsidiaries, or reduced or intends to reduce such supply, whether or not as a result of the transactions contemplated hereby, or has sought to change the terms for the supply of such products and services, other than general and customary changes in terms in the ordinary course of business, consistent with past practice, except in each case where such alleged breach, misrepresentation, breach of warranty, failure to deliver, or cessation, termination or reduction has not and would not reasonably be expected to result in the Company or any of its Subsidiaries incurring, individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person with all other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitationinstances thereof, any payment additional expense or other transfers Liability in excess of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Business$100,000.

Customers and Suppliers. Set of the Sellers' Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of the ten largest suppliers (10and for each such supplier the dollar volume and percentage of total purchases of similar items from all suppliers of such item) largest customers, of products and services to KSG and its subsidiaries and the ten largest customers (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which for each such customer the dollar volume and percentage of total sales to all customers) of products and services of KSG and its subsidiaries during the 12 months ended December 31, 1999 and December 31, 2000, indicating any existing contractual arrangements for continued supply from or supplier represents or represented during to each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch firm. Except as set forth in Schedule 4.18 heretoSection 5.25 of the Sellers' Disclosure Schedule, there exists no actual or or, to the knowledge of the Sellers, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company KSG and its subsidiaries with any customer or group of customers which are listed in Section 5.25 of the Sellers' Disclosure Schedule 4.21 hereto, or whose purchases individually or in the aggregate which are otherwise material to the operations of the Business of the CompanyBusiness, or with any supplier or group or suppliers, of suppliers which are listed in Section 5.25 of the Sellers' Disclosure Schedule 4.21 hereto, or whose sales individually or in the aggregate which are otherwise material to the operations of the Business Business, and none of the Company. Seller and Sellers or any of their subsidiaries or Affiliates has received any report or other information from any employee, sales representative or other Person who reports to the Company represents that there exists no Sellers on such matters in the ordinary course of business regarding the existence of any present or future condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which (including the Company and consummation of the Seller can now reasonably foresee transactions contemplated in this Agreement) that would materially adversely affect the Business or the prospects of KSG or the Company Business or prevent the Buyer from conducting conduct of the Business of the Company after the consummation of the Transaction transactions contemplated in essentially this Agreement on substantially the same manner terms as the Business has been conducted. The Sellers have delivered to the Buyer copies of all written Contracts or other arrangements and written summaries of any oral arrangements with the customers and suppliers listed in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee Section 5.25 of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessSellers' Disclosure Schedule.

Customers and Suppliers. Set (a) Schedule 2.24(a) sets forth in Schedule 4.21 hereto is (i) a an accurate list of the names and addresses of the ten (10) largest customerscustomers of each of the Company and the Subsidiary, taken as a whole, for the most recent fiscal year, as measured by the consideration paid from such customer to the Company or the Subsidiary, as applicable, and (ii) the amount of consideration paid by each such customer during such periods. Neither the Company nor the Subsidiary has received any written notice from any customer required to be listed on Schedule 2.24(a) that such customer (1) has ceased, or intends to cease after the Closing, to use its Products or Services, (2) has otherwise ceased or materially reduced, or intends to otherwise terminate or materially reduce, its relationship with the Company or the Subsidiary, as applicable (excluding any reductions in the ordinary course consistent with the customer’s past practices) or (3) has requested, or has indicated it intends to request, a material change to the terms or prices at which such customer purchases Products or Services from the Company or the Subsidiary, as applicable, including, for each of (1), (2), and (3), because of the announcement or pendency of this Agreement or the identity of the Purchaser. To the Knowledge of the Company, no customer required to be listed on Schedule 2.24(a) intends to take any action set forth in the preceding sentence. (b) Schedule 2.24(b) sets forth (i) an accurate list of the ten (10) largest suppliers (and/or vendors of each of the Company and the Subsidiary, taken as a whole, for the most recent fiscal year, as measured by dollar volume the consideration paid by the Company or the Subsidiary to such supplier and/or vendor and (ii) the amount of purchases consideration paid to each such supplier and/or vendor during such period. Neither the Company nor the Subsidiary has received any written notice from any supplier and/or vendor required to be listed on Schedule 2.24(b) that such supplier and/or vendor (1) has ceased, or salesintends to cease, as to supply goods or services to the case may beCompany or the Subsidiary or (2) has otherwise terminated or materially reduced, or intends to otherwise terminate or materially reduce, its relationship with the Company or the Subsidiary, including, for each of (1) and (2), because of the announcement or pendency of this Agreement or the identity of the Purchaser. To the Knowledge of the Company, and the percentage of the Company’s Business which each such customer or no supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (iiand/or vendor required to be listed on Schedule 2.24(b) a description of the business arrangements (intends to the extent not reflected in take any Contracts or Instruments action set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesspreceding sentence.

Customers and Suppliers. Set of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of the ten largest suppliers (10and for each such supplier the dollar amount) largest customers, of products and services to the Company and its subsidiaries and the ten largest customers (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which for each such customer or supplier represents or represented during each the dollar amount) of fiscal years 2008, 2009, 2010 products and 2011; (ii) a description services of the business Company and its subsidiaries during the 12 months ended June 30, 2001, indicating any existing contractual arrangements (for continued supply from or to the extent not reflected in any Contracts or Instruments each such firm. Except as will be set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any Section 5.21 of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 heretoDisclosure Schedule, there exists no actual or, to the knowledge of the Principals or the Company, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company and its subsidiaries with any customer or group of customers which are listed in Section 5.21 of the Disclosure Schedule 4.21 heretoor which are otherwise material to the operations of the Business, or whose purchases individually with any supplier or group of suppliers which are listed in Section 5.21 of the aggregate Disclosure Schedule or which are otherwise material to the operations of the Business other than as completed in the ordinary course of business, and none of the CompanyCompany or any of its subsidiaries or Affiliates has received any report or other information from any employee, sales representative or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or other Person who reports to the Company on such matters in the aggregate are material to ordinary course of business regarding the operations existence of the Business of the Company. Seller and the Company represents that there exists no any present or future condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which (including the Company and consummation of the Seller can now reasonably foresee transactions contemplated in this Agreement) that would materially adversely affect the Business or the prospects of the Company or the Business or prevent the Buyer from conducting conduct of the Business of the Company after the consummation of the Transaction transactions contemplated in essentially this Agreement on substantially the same manner in which it terms as the Business has heretofore been conducted by prior to the Companydate hereof. Neither The Company has delivered to the Company, nor Buyer copies of all written Contracts or other arrangements and written summaries of any oral arrangements with the Seller, nor any officer, director, or employee customers and suppliers listed in Section 5.21 of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessDisclosure Schedule.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (a) As of the date hereof: (i) a list Company has no outstanding dispute that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.18) or services with any distributor, or any customer who, in the 24 months ended as of the names and addresses date of this Agreement, was one of the ten 20 largest sources of revenues for Company during such period (10each, a “Significant Customer”); (ii) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may beSection 3.1.14(a) of the Company, Company Disclosure Schedule lists each Significant Customer and the percentage of the Company’s Business which each total revenues such customer or supplier represents or Significant Customer represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's productssuch period; (iii) Company has not received any oral or written notice from any Significant Customer that such customer will not continue as a description customer of the business arrangements Surviving Corporation after Closing or that such customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty with regard to the extent such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reflected reasonably be expected as a result of warranty or liability claims against it to be required to modify in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each material respect any of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate ’s services that are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);. (b) requires payment As of the date hereof: (i) Company has no outstanding dispute that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier; and (ii) Company has not received any oral or written notice from any supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company for goods whether or not such goods are delivered;the Surviving Corporation. (c) restricts the geographical area in whichTo Company’s knowledge no supplier, distributor, or the customers to whom, the Company can or does transact Business, or customer has any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation interest in any program of promotional allowancesreal or personal, cooperative advertising tangible or discounts intangible property, including Company Owned Intellectual Property (whether as the party providing defined in Section 3.1.18(a)(ii)), used in or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made pertaining to the Company for goods or services sold by the Company to any Person is subordinated in right business of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessCompany.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may beSection 3.2(k)(i) of the CompanyDisclosure Schedule lists, by year, for each of the past two fiscal years (2012 and 2013) and the percentage five (5) month period ending May 2014: (A) the top 20 customers of the Company’s Business which each Group Company and amount of purchases by each such customer or per each such period, and (B) the top 20 suppliers of each Group Company and amount of goods/services sold to Group Companies by each such supplier represents or represented during per each such period, together with a description of fiscal years 2008, 2009, 2010 and 2011; goods/services being provided to the Group Companies. (ii) a description With respect to the customers and suppliers listed in Section 3.2(k)(i) of the business arrangements (Disclosure Schedule, the Group Companies have not received any communication indicating that, and, to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any Knowledge of the Company's products; (iii) a description Sellers or of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 heretoGroup Companies, there exists are no actual facts or threatened terminationcircumstances indicating that, cancellation (A) any such supplier or limitation of, customer is terminating or materially reducing or making any modification or materially adverse change in, or desires or intends to terminate or materially reduce or make any materially adverse change in, any aspect of its business relationship with the Group Companies; or (B) any such supplier or customer is, or could be reasonably expected to be, declared bankrupt or subject of bankruptcy, dissolution or liquidation proceedings or unable to pay its debts as they become due. To the Knowledge of Sellers or of the Group Companies, the consummation of the transactions contemplated herein will not adversely affect in any material manner the business relationship of the any Group Company with any customer such supplier or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations customer. (iii) Section 3.2(k)(iii) of the Business Disclosure Schedules lists each trade allowance, trade in, billback, rebate, discount or similar program of or for each Group Company for the Company, benefit of or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material customer of any Group Company related to the operations Business, regardless of the Business of the Company. Seller and the Company represents that whether there exists no present condition any liability to make or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, receive any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessthereunder.

Customers and Suppliers. Set (a) Section 4.11(a) of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and correct list of the names and addresses top fifteen (15) customers of the Company Group Entities (based on the aggregate purchase price of products or services provided on a combined basis) for each of the past two (2) calendar years (collectively, the “Material Customers”) and (ii) the amount of purchases by each such customer during such periods expressed as a percentage of the Company Group Entities’ consolidated net revenues for such periods on a combined basis. None of the Company Group Entities has received any written notice or, to the Knowledge of the Company Group Entities, oral notice, from any Material Customer that such Material Customer will (A) materially and adversely modify or terminate its Contract with a Company Group Entity or (B) cease after the date hereof to use the products or services of the Company Group Entities. No Company Group Entity is involved in any Litigation with a Material Customer. (b) Section 4.11(b) of the Disclosure Schedule sets forth (i) a true and correct list of the top ten (10) largest customerssuppliers to the Company Group Entities (based on the aggregate purchase price of raw materials, and the ten (10suppliers or other products or services orders on a combined basis) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) for each of the Companypast two (2) calendar years (collectively, the “Material Suppliers”) and (ii) the amount of orders from each such supplier during such periods expressed as a percentage of the Company’s Business which each Company Group Entities’ aggregate purchase from all suppliers during such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) periods on a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativescombined basis. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship None of the Company Group Entities has received any written notice or, to the Knowledge of the Company Group Entities, oral notice, from any Material Supplier that such Material Supplier will (A) materially change the price of any raw materials, supplies or other products or services to be provided by any such supplier after the date hereof, (B) terminate or adversely modify its existing Contract with any customer or group of customers listed in Schedule 4.21 heretoa Company Group Entity, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company(C) not sell raw materials, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller supplies and the Company represents that there exists no present condition or state of facts or circumstances known other products and services to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company Group Entities after the consummation of the Transaction date hereof on terms and conditions that are substantially similar to those used in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made its current sales to the Company for goods or services sold by the Group Entities, subject to general and customary price increases. No Company to Group Entity is involved in any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves Litigation with a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessMaterial Supplier.

Customers and Suppliers. Set (a) Section 4.18(a) of the Disclosure Schedule sets forth in Schedule 4.21 hereto is a complete and correct list of (i) a list the names of the names and addresses top 10 customers of the ten Company Entities (10based on the aggregate purchase price of products and services provided) largest customers, for the year ended on the Balance Sheet Date; and (ii) the ten (10) largest suppliers (measured by dollar volume amount of purchases or (by gross sales) by each such customer during such period, expressed as the case may be) of the Company, and the a percentage of the Company’s Business which each Company Entities’ consolidated net revenues for such period. No Company Entity has received any written notice that any such customer (A) has ceased or supplier represents will cease to use the products or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship services of the Company with any customer Entities; (B) has materially reduced or group will materially reduce the use of customers listed in Schedule 4.21 hereto, products or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business services of the Company Entities; or prevent (C) has sought to reduce the Buyer from conducting the Business price it will pay for products or services of the Company after the consummation of the Transaction Entities, including, in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or serviceseach case, as a result of this Agreement or the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);Transactions. (b) requires payment by Section 4.18(b) of the Company for goods whether or not such goods are delivered; Disclosure Schedule sets forth a complete and correct list of (ci) restricts the geographical area in which, or names of the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made top 10 suppliers to the Company for goods Entities (based on the aggregate purchase price of raw materials, supplies or other products or services sold ordered) for the year ended on the Balance Sheet Date; and (ii) the amount of orders from each such supplier during such period. No Company Entity has received any written notice that (A) there has been any material adverse change in the price of any raw materials, supplies or other products or services provided by any such supplier; or (B) any such supplier will not sell raw materials, supplies and other products and services to the Company Entities after the Closing Date on terms and conditions that are substantially similar to any Person is subordinated those used in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating its current sales to the purchase Company Entities, subject to general and customary price increases, including, in each case, as a result of this Agreement or sale of inventory, finished goods or other property used in the conduct of the BusinessTransactions.

Customers and Suppliers. (a) Set forth in Schedule 4.21 hereto Section 4.24(a) of the Disclosure Schedule, or as provided separately to the Buyer’s Representatives, is (i) a complete and accurate list of the names and addresses 15 largest customers of the ten Transferred Companies, taken as a whole, by revenue for the period beginning on November 1, 2009 and ending on October 31, 2010 (10collectively, the “Top Customers”). As of the date hereof, except as set forth in Section 4.24(a) largest customersof the Disclosure Schedule, none of the Top Customers has given notice to any of the Transferred Companies or their respective Affiliates that, and the ten Company has no Knowledge that (10) largest suppliers (measured by dollar volume of purchases or sales, as provided that Knowledge shall be limited to the case may be) actual knowledge of the Company without inquiry), any Top Customer intends to reduce its purchases of goods or services from any Transferred Company, to make any modification or change in or to terminate its business relationship with any Transferred Company; provided, however, that, other than as to whether any notice to, or consent from, any such Person is required in connection with the transactions contemplated in this Agreement, the Transferred Companies and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (Sellers make no representation as to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between ramifications on the Company and each person which manufactures relationship with any of the Company's products; (iii) a description customers of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each Transferred Companies as a result of the Company's sales representativesintended transactions contemplated herein and specifically the acquisition of the Transferred Shares by the Buyer. Except as set forth in Section 4.24(a) of the Disclosure Schedule, none of the Transferred Companies or their respective Affiliates has had any material disputes during the one year period prior to the date hereof with, and no claims against or relating to any Transferred Company have been made by, any Top Customer. The Transferred Companies are the customer of record of all telephone numbers issued to any of its customers in connection with the Business and obtain all such telephone numbers from licensed telecommunications carriers. (b) Set forth on Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of4.24(b) of the Disclosure Schedule, or any modification or change inas provided separately to the Buyer’s Representatives, is a complete and accurate list of the 10 largest suppliers of the Transferred Companies, taken as a whole, by expense for the period beginning on November 1, 2009 and ending on October 31, 2010 (collectively, the business relationship “Top Suppliers”). As of the date hereof, none of the Top Suppliers has given notice to any of the Transferred Companies or their respective Affiliates that, and the Company has no Knowledge that (provided that Knowledge shall be limited to actual knowledge of the Company without inquiry), any Top Supplier intends to alter or change the pricing of or any material terms with any customer or group respect to its supply of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person Transferred Company, or to terminate its business relationship with any Transferred Company; provided, however, that, other than as to whether any notice to, or consent from, any such Person is required in connection with the Companytransactions contemplated in this Agreement, the supplier Transferred Companies and the Sellers make no representation as to the ramifications on the relationship with any of the suppliers of the Transferred Companies as a result of the intended transactions contemplated herein and specifically the acquisition of the Transferred Shares by the Buyer. None of the Transferred Companies or customer purchasing their respective Affiliates has had any material disputes during the one year period prior to the date hereof with, and no claims against or selling such goods or services, as the case may be, (including, without limitationrelating to any Transferred Company have been made by, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessTop Supplier.

Customers and Suppliers. Set Section 2.26 of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of the ten largest suppliers (10and for each such supplier the dollar volume and percentage of total purchases of similar items from all suppliers of such item) largest customers, of products and services to the Company and the ten largest customers (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which for each such customer or supplier represents or represented during each the dollar volume and percentage of fiscal years 2008, 2009, 2010 and 2011; (ii) a description total sales of the business arrangements (Company to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 heretoall customers) between of products and services of the Company and during the twelve months ended December 31, 1995, indicating any existing contractual arrangements for continued supply from or to each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch firm. Except as set forth in Schedule 4.18 heretoSection 2.26 of the Disclosure Schedule, there exists no actual or or, to the Knowledge of Sellers, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company or any Seller on behalf of the Company with any customer or group of customers which are listed in Section 2.26 of the Disclosure Schedule 4.21 hereto, or whose purchases individually or in the aggregate which are otherwise material to the operations of the Business of the CompanyBusiness, or with any supplier or group or suppliers, of suppliers which are listed in Section 2.26 of the Disclosure Schedule 4.21 hereto, or whose sales individually or in the aggregate which are otherwise material to the operations of the Business Business, and to the Knowledge of the Company. Seller and the Company represents that Seller, there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated in this Agreement) which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting conduct of the Business of the Company after the consummation of the Transaction transactions contemplated in essentially this Agreement on substantially the same manner terms as the Business has been conducted. Seller has delivered to Purchaser copies of all written Contracts or other arrangements and written summaries of any oral arrangements with the customers and suppliers listed in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee Section 2.26 of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessDisclosure Schedule.

Customers and Suppliers. Set (a) Section 3.19 of the Company Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses each of the top ten customers of the Company and its Subsidiaries (10by revenues as recorded in the Company’s consolidated books and records) largest customers(the “Material Customers”), for the fiscal year ended May 31, 2007, and the ten amount of revenues recorded for each such Material Customer during such fiscal year. (10b) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) Section 3.19 of the Company Disclosure Schedule sets forth a true and complete list of each of the top ten suppliers of the Company and its Subsidiaries (by expenses paid by the Company as recorded in the Company’s consolidated books and records) (the “Material Suppliers”), for the fiscal year ended May 31, 2007, and the percentage amount of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between expenses paid by the Company and to each person which manufactures any of the Company's products; Material Supplier during such fiscal year. (iiic) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 heretoSection 3.19 of the Company Disclosure, there exists since June 1, 2007, no actual Material Supplier or threatened terminationMaterial Customer (i) has provided the Company or its Subsidiaries any notice or communication terminating, cancellation or limitation ofsuspending, or reducing in any modification material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiaries, (ii) in the case of any Material Customer, has returned or, to the Company’s Knowledge, threatened to return, a material amount of any of the products, equipments or goods purchased from the Company or its Subsidiaries, or (iii) has cancelled or otherwise terminated any Company Contract or purchase or sales order with the Company that was material to the business of the Company with any customer or group of customers listed and its Subsidiaries. (d) Except as set forth in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations Section 3.19 of the Business of the CompanyCompany Disclosure, or with any supplier or group or supplierssince January 1, listed in Schedule 4.21 hereto2004, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business customer of the Company or prevent its Subsidiaries that has purchased any vessels from the Buyer Company or its Subsidiaries for an aggregate price of more than $100,000 (any such customer, a “Vessels Customer”) (i) has provided the Company or its Subsidiaries any notice or communications terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, the business relationship between the Company and its Subsidiaries and such Vessel Customer, as applicable, (ii) has returned or, to the Company’s Knowledge, threatened to return, uninstall or replace any of the vessels purchased from conducting the Business Company or its Subsidiaries, or (iii) has cancelled or otherwise terminated any Company Contract or purchase order with the Company that was material to the business of the Company after and its Subsidiaries. For purposes of clarification, a Vessels Customer shall not be deemed to have terminated, suspended or reduced in any material respect its business relationship with the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, Company or employee its Subsidiaries (and no disclosure on Section 3.19 of the Company is a party Disclosure shall be required) solely because such Vessels Customer purchased all of the vessels that it originally intended to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by from the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessits Subsidiaries.

Customers and Suppliers. Set (a) Schedule 3.14(a)(i) sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list of the names and addresses of all customers (including, to the ten (10) largest customersextent applicable, the Selling Parties and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may betheir respective Affiliates) of the Company, and the percentage of the Company’s Business which with a billing for each such customer of $250,000 or supplier represents or represented more during each of fiscal years 2008the twelve (12) months ended December 31, 20092021 and the six months ended June 30, 2010 2022 (each, a “Material Customer”) and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and amount for which each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativesMaterial Customer was invoiced during such period. Except as set forth in on Schedule 4.18 hereto3.14(a)(ii), there exists no actual neither the Selling Parties nor any Transferred Company has received any notice nor has any reason to believe that any Material Customer (A) has ceased or threatened termination, cancellation or limitation ofsubstantially reduced, or any modification will cease or change insubstantially reduce, the business relationship use of the Company with any customer products or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations services of the Business or (B) has sought, or is seeking, to reduce the price it will pay for the products or services of the CompanyBusiness. No Material Customer has otherwise threatened in writing or, or with to the Knowledge of the Selling Parties, orally, to take any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or action described in the aggregate are material to the operations preceding sentence as a result of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially transactions contemplated by this Agreement and the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);Ancillary Agreements. (b) requires payment Schedule 3.14(b) sets forth a true and complete list of (i) all suppliers (including, to the extent applicable, the Selling Parties and their respective Affiliates) of the Business from which Selling Parties and their Subsidiaries (including the Transferred Companies) ordered products or services in connection with the Business with an aggregate purchase price for each such supplier of $250,000 or more during for the twelve (12) months ended December 31, 2021 and the six months ended June 30, 2022 (each, a “Material Supplier”) and (ii) the amount for which each Material Supplier invoiced the Selling Parties and their Subsidiaries (including the Transferred Companies) during such period in connection with the Business. Neither the Selling Parties nor any Transferred Company has received any notice nor has any reason to believe that there has been any material adverse change in the price of such supplies or services provided by any Material Supplier, or that any Material Supplier will not sell supplies or services to ▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries (including the Company for goods whether Transferred Companies) at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Selling Parties and their Subsidiaries (including or not such goods are delivered;the Transferred Companies), subject to general and customary price increases. No Material Supplier has otherwise threatened in writing or, to the Knowledge of the Selling Parties, orally, to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct None of the Business, the Transferred Companies or the Selling Parties in connection with the Business has since January 1, 2020 (i) experienced any material disruption in its supply chain networks as a result of COVID-19 that remains ongoing or (ii) made, or currently plans to make, any material changes to its supply chains or vendor services in response to COVID-19.

Customers and Suppliers. Set (a) Section 4.20(a) of the Company Disclosure Letter sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list the names of the names and addresses of the top ten (10) largest customers, customers of the Company and the Company Subsidiaries on a consolidated basis based on ▇▇▇▇▇▇▇▇ during each of the fiscal years ended December 31, 2015 and December 31, 2014, (ii) the amount for which each such customer generated revenue for the Company and the Company Subsidiaries during each such fiscal year and (iii) the percentage of the consolidated total sales of the Company and the Company Subsidiaries represented by sales to each such customer each such year. (b) Section 4.20(b) of the Company Disclosure Letter sets forth a true and complete list of (i) the names of the top ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the CompanyCompany and the Company Subsidiaries on a consolidated basis based on expenses during each of the fiscal years ended December 31, 2015 and December 31, 2014, (ii) the amount for which each such supplier invoiced the Company and the Company Subsidiaries during each such fiscal year and (iii) the percentage of the Company’s Business which each such customer or supplier represents or represented during each consolidated total expenses of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customersCompany Subsidiaries represented by sales from each such supplier each such year. (c) During the three (3) year period prior to the date hereof, suppliers none of the Company nor any Company Subsidiary has received any notice that any customer set forth on Section 4.20(a)of the Company Disclosure Letter or sales representatives which any supplier set forth on Section 4.20(b) of the Company Disclosure Letter may cancel or otherwise materially and adversely modify its relationship with the Company or any Company Subsidiary or limit its services, supplies or materials to the Company or any Company Subsidiary, or its usage or purchase of the services and products of the Company and the Seller can now reasonably foresee would materially adversely affect the Business Company Subsidiaries either as a result of the Company Transactions or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessotherwise.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ia) a list Section 3.15(a) of the names and addresses of Disclosure Schedule sets forth the ten (10) largest customerscustomers (as measured by dollar volume of sales) of the Companies (the “Top Customers”) for both of the years ended December 31, 2022 and December 31, 2021 and includes the actual amount for which each such Top Customer was invoiced during such periods. No Top Customer has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) or notified the Seller, the Companies or their respective Affiliates of any intention to do any of the foregoing or otherwise threatened to cancel, terminate or adversely alter (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) its relationship with the Companies or the Business. There are no pending disputes or controversies between any of the Companies and any of the Top Customers. There is no fact, condition or event which would be expected to have a material adverse effect on the relationship of the Companies with any of the Top Customers. (b) Section 3.15(b) of the Disclosure Schedule sets forth the ten (10) largest suppliers (as measured by dollar volume of purchases or sales, as the case may bepurchases) of the CompanyCompanies (the “Top Suppliers”), and the percentage for both of the Company’s Business which years ended December 31, 2022 and December 31, 2021 and includes the actual amount the Companies purchased from each such customer or supplier represents or represented during each of fiscal years 2008such period (treating affiliated suppliers, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected known, as a single supplier). No Top Supplier has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or material increase in the prices charged) or notified the Seller, the Companies or their respective Affiliates of any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures intention to do any of the Company's products; foregoing or otherwise threatened to cancel, terminate or adversely alter (iiiincluding any material reduction in the rate or amount of sales or material increase in the prices charged) a description its relationship with the Companies or the Business. There are no pending disputes or controversies between any of the business arrangements (Companies. There is no fact, condition or event that would be expected to have a material adverse effect on the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company Companies with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessits Top Suppliers.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (a) Section 3.12(a) of the Seller Disclosure Schedules sets forth, with respect to the twelve-month period prior to the date of this Agreement (the “TTM Period”), (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage each of the Company’s Business which top 10 customers (excluding Buyer and any of its Affiliates), measured by the aggregate dollar amount of payments to the Company by each such customer or supplier represents or represented during each such period (or, to the extent such customers were not customers of fiscal years 2008the Company during the full TTM Period, 2009but are customers as of the date hereof, 2010 their annualized payment amounts for the TTM Period) (the “Material Customers”); and 2011; (ii) a description the amount paid by each such customer during such period. As of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between date of this Agreement, the Company and each person which manufactures has not received any notice that any of the Company's products; ’s Material Customers intends terminate (iiior fail to renew) a description its relationship with the Company, or materially reduce, or change the pricing or other material terms of, its relationship with the Company (including its usage of any products or services of the business arrangements Company). (b) Section 3.12(b) of the Seller Disclosure Schedules sets forth, with respect to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 heretoTTM Period, (i) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto’s top 10 suppliers (not including, there exists no actual or threatened terminationfor the purposes of this Section 3.12(b) only, cancellation or limitation ofany provider of financing), or any modification or change inmeasured by the aggregate dollar amount of payments by the Company during such period (or, to the business relationship extent such suppliers were not suppliers of the Company with any customer or group of customers listed in Schedule 4.21 heretoduring the full TTM Period, or whose purchases individually or in the aggregate but are material to the operations suppliers as of the Business date hereof, the annualized payment amounts to such suppliers for the TTM Period) (the “Material Suppliers”); and (ii) the amount paid by the Company for purchases from each such supplier during such period. As of the date of this Agreement, the Company has not received any notice that any of the Company’s Material Suppliers intends to terminate (or fail to renew) its relationship with the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 heretomaterially reduce, or whose sales individually change the pricing or in the aggregate are other material to the operations of the Business of the Company. Seller and terms of, its relationship with the Company represents that there exists no present condition or state (including the volume of facts or circumstances known to the Company its supply of products and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Business.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in on Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that4.26: (a) involves From July 1, 2010 up to and including the purchase date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Material Customer that such Material Customer has stopped or sale of goods intends to stop purchasing, or has materially reduced or shall materially reduce purchases of, or has sought or is seeking to materially reduce the price it shall pay for, the products or services of the Company or its Subsidiaries. (b) As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any supplier, or group of suppliers that are under common ownership or control, that (i) accounted for at least $500,000 of the aggregate goods and services purchased by the Company and provides its Subsidiaries in the fiscal year ended December 31, 2009 or (ii) is expected, to the Knowledge of the Company, to account for payment at least $500,000 of any moneythe aggregate goods and services purchased by the Company and its Subsidiaries in the fiscal year ending December 31, 2010, in each case, that such supplier (or transfer such group of any property for such suppliers) has stopped or intends to stop providing goods or services to either the Company or any Person other than of its Subsidiaries, or has materially reduced or will materially reduce the Companysupply of, or has sought or is seeking to materially increase the supplier or customer purchasing or selling such price it charges for, goods or services, as the case may be, (including, without limitation, any payment or other transfers of property services supplied to an officer, director, the Seller, or employee of the Company); (b) requires payment by either the Company for goods whether or not such goods are delivered;any of its Subsidiaries. (c) restricts Except for requests for call detail records for billing purposes, neither the geographical area Company nor any of its Subsidiaries is, as of the date of this Agreement, involved in whichany dispute with, or the customers has received any notice of an intention to whomdispute from, or has received any request for audit, accounting or review from, any Person (including a group of Persons that are under common ownership or control) with whom either the Company can or any of its Subsidiaries does transact Businessbusiness, (i) with respect to any customer, or group of customers that are under common ownership or control, which involves an aggregate amount in excess of $500,000 as of the date hereof, or (ii) with respect to any supplier, or group of suppliers that are under common ownership or control, which involves an aggregate amount in excess of $500,000 as of the date hereof, relating to any transactions or commitments made, or any business; (d) restricts contracts or agreements entered into, by either the price at which goods Company or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowancesits Subsidiaries, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to one hand, and such Person, on the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesshand.

Customers and Suppliers. (a) Set forth in Schedule 4.21 hereto 2.21(a) is (i) a list of the names and addresses of the top ten (10) largest customerscustomers (by revenue) of the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2021 and any additional customers that are reasonably expected to be there for the fiscal year ending December 31, 2022 (collectively, the “Material Customers”), and the ten (10) largest suppliers (measured by dollar volume aggregate amount of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (consideration paid to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and its Subsidiaries by each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and Material Customer during each of the Company's sales representativessuch period. Except as set forth in Schedule 4.18 hereto2.21(a), there exists as of the date of this Agreement, no actual such Material Customer has expressed to the Company in writing, and the Company has no knowledge of, any Material Customer’s intention to cancel or otherwise terminate, or materially reduce or adversely modify, its relationship with the Company or of a material breach of the terms of any contract with such Material Customer. As of the date of this Agreement, no Material Customer has asserted or threatened terminationin writing a force majeure event or anticipated inability to perform, cancellation in whole or limitation ofin part, or any modification or change in, arising out of the business relationship COVID-19 pandemic. (b) Set forth in Schedule 2.21(b) is a list of the top ten (10) vendors to and/or suppliers of (by spend) of the Company with any customer or group of customers listed in Schedule 4.21 heretoand its Subsidiaries, or whose purchases individually or in taken as a whole, for the aggregate are material to fiscal year ended December 31, 2021 (collectively, the operations of the Business of the Company“Material Suppliers”), or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state amount of facts or circumstances known consideration paid to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services each Material Supplier by the Company and provides for payment its Subsidiaries during each such period. No such Material Supplier is the sole source of any money, or transfer of any property for such the goods or services supplied by such Material Supplier. No such Material Supplier has expressed to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for of its Subsidiaries in writing its intention to, and to the Company’s participation in any program of promotional allowancesKnowledge, cooperative advertising no such Material Supplier intends to, cancel or discounts (whether as the party providing otherwise terminate, or receiving such allowance materially reduce or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to adversely modify, its relationship with the Company for goods and its Subsidiaries or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves indicating a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct material breach of the Businessterms of any Contractual Obligation with such Material Supplier. No Material Supplier has asserted or threatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic.

Customers and Suppliers. Set (a) Section 3.18(a) of the Company Disclosure Schedule sets forth in a true, correct and complete list of the twenty (20) largest customers (“Material Customers”) of the Paragon Companies (based on sales revenues) to whom, or on whose behalf, the Paragon Companies provided goods during the fiscal year ended December 31, 2017, and the aggregate dollar amount of purchases from the Paragon Companies by each such Material Customer during each such period. (b) Section 3.18(b) of the Company Disclosure Schedule 4.21 hereto is sets forth a true, correct and complete list of the twenty (20) largest suppliers or vendors (“Material Suppliers”) based on dollar value to the Paragon Companies for the fiscal year ended December 31, 2017, and the dollar amount of purchases from each such Material Supplier during each such period. (c) Since January 1, 2017, no Material Supplier or Material Customer (i) a list of has provided the names and addresses of the ten (10) largest customersParagon Companies any written notice terminating, and the ten (10) largest suppliers (measured by dollar volume of purchases suspending or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected reducing in any Contracts respect, or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (specifying an intention to the extent not reflected terminate, suspend or reduce in any Contracts or Instruments set forth respect in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change infuture, the business relationship of between such Material Supplier or Material Customer and the Company with any customer or group of customers listed in Schedule 4.21 heretoParagon Companies, or whose purchases individually (ii) has cancelled or in the aggregate are material to the operations of the Business of the Company, or with otherwise terminated any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Material Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, as a result of any payment failure by any Material Supplier or other transfers Material Customer to provide the Company notice of property renewal or non-renewal on or prior to an officerthe date by which such notice was required to be given under such Material Contract and (iii), directornone of the top five (5) Material Customers set forth on Section 3.18(a) of the Company Disclosure Schedule (the “Top Five Customers”) has provided written notice, nor to the Selleractual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or employee ▇▇▇▇ ▇▇▇▇▇▇ oral notice, that it will adversely modify in any material respect its purchases from any Paragon Company. To the Knowledge of the Company); , there are no outstanding disputes between the Paragon Companies, on the one hand, and any Material Customer or Material Supplier, on the other hand. No Material Customer, or third party acting on behalf of, or as a subcontractor to, any Material Customer, is on the date hereof, to the Knowledge of the Company, procuring requests for proposals (bRFPs) requires payment or bids, whether formal or informal, from, or otherwise soliciting the interest of, any Person in respect of goods of the nature that are currently provided to such Material Customer by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or Paragon Companies under any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessMaterial Contract.

Customers and Suppliers. Set Schedule 2.21 sets forth in Schedule 4.21 hereto is a complete and accurate list of (i) a list of the names and addresses of the ten (10) largest customerscustomers of each Company (measured by aggregate ▇▇▇▇▇▇▇▇) for the fiscal year ended December 31, 2013 and for the three (3) months ended on the Most Recent Balance Sheet Date, indicating the existing Contractual Obligations with each such customer by product or service provided and (ii) the ten (10) largest suppliers of materials, products or services to each Company (measured by dollar volume the aggregate amount purchased by such Company) for the fiscal year ended December 31, 2013 and for the three (3) months ended on the Most Recent Balance Sheet Date, indicating the Contractual Obligations with such supplier. The Companies’ relationships with the customers and the suppliers required to be listed on Schedule 2.21 are good commercial working relationships and no such customer or supplier has canceled, terminated or otherwise materially altered (including any reduction in the rate or amount of purchases sales or salespurchases, change in the prices charged or paid, or change to the supply or credit terms, as the case may be) of the Companyor notified in writing, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in knowledge of Sellers orally, any Contracts Company or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures Owner of any intention to do any of the Company's products; (iii) a description of the business arrangements (foregoing or otherwise threatened in writing, or to the extent not reflected knowledge of Sellers orally, to cancel, terminate or materially alter (including any reduction in any Contracts the rate or Instruments set forth amount of sales or purchases, in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual prices charged or threatened termination, cancellation or limitation ofpaid, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, supply or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or servicescredit terms, as the case may be, (including, without limitation, ) its relationship with the Companies. There is no reason to believe that there could be any payment or other transfers of property to an officer, director, materially adverse change in the Seller, or employee relationships of the Company); (b) requires payment by Companies with any of the foregoing customers or suppliers as a result of the Contemplated Transactions. Neither the Companies nor the Owners have any knowledge of any facts or circumstances that have resulted or would result in an adverse change in the relationship that any Company for goods whether has with any of the foregoing customers or not such goods suppliers. No Company or Owner received notice of nor are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation they involved in any program of promotional allowancesclaim, cooperative advertising dispute or discounts (whether as the party providing controversy with any customers or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment suppliers required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesslisted on Schedule 2.21.

Customers and Suppliers. Set Section (a) of the Customer and Supplier List posted to the Dataroom at Index #7.4 as of the date hereof (the “Customer and Supplier List”) sets forth in Schedule 4.21 hereto is a list of the customers (iand their respective volume of sales) of the Transferred Companies that represent eighty percent (80%) of the gross revenue of the Transferred Companies (on a consolidated basis) (by volume of sales to such customers) and (b) a list of the names suppliers (and addresses their respective volume of purchases) of the ten Transferred Companies that represent eighty percent (1080%) largest customers, and of the ten aggregate supplier purchases by the Transferred Companies (10on a consolidated basis) largest suppliers (measured by dollar volume of purchases or salesfrom such suppliers), as for the case may befiscal years ended December 31, 2009 and December 31, 2010 and the nine-month period ended September 30, 2011. Section (b) of the CompanyCustomer and Supplier List identifies all customers who purchased in excess of $1 million of materials, products or services from the Transferred Companies during either 2010 or 2011, and who during the percentage of past 120 days (i) have stopped doing business with the Company’s Business which each such customer Transferred Companies, or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description have provided written confirmation to the Transferred Companies that they have terminated the Transferred Companies as one of their suppliers. Section (b) of the Customer and Supplier List identifies all suppliers from whom the Transferred Companies have purchased in excess of $1 million of materials, products or services during either 2010 or 2011, and who during the past 120 days (i) have stopped doing business arrangements with the Transferred Companies, or (ii) have provided written confirmation to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between Transferred Companies that they have terminated the Company and each person which manufactures any Transferred Companies as one of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativestheir customers. Except as set forth in Schedule 4.18 heretoon Section (b) of the Customer and Supplier List, there exists no actual to the Knowledge of any Transferred Company as of the date of this Agreement, none of the execution, delivery or threatened termination, cancellation or limitation of, or any modification or change in, performance of this Agreement and the business Related Agreements will adversely affect the relationship of the any Transferred Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service set forth on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessCustomer and Supplier List.

Customers and Suppliers. Set (a) Schedule 3.20, Part (a) sets forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the top ten (10) largest customers, clients, purchasers and licensees of each of the ten Companies (10) largest suppliers (taken as a whole), as measured by dollar volume of purchases the revenue with respect to such customer, client, purchaser or sales, as the case may be) of licensee reflected on the Company’s audited consolidated statement of operations for the fiscal year ended December 31, 2007 (each, a “Major Customer”), (ii) the amount of revenue attributable to each such Major Customer during such period and (iii) the percentage of the Company’s Business which consolidated total revenue of the Companies represented by the revenues attributable to each such customer or supplier represents or represented Major Customer during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch period. Except as set forth in on Schedule 4.18 hereto3.20, there exists no actual or threatened terminationPart (a), cancellation or limitation of, or any modification or change in, the business relationship as of the Company with any customer or group of customers listed in Schedule 4.21 heretodate hereof, or whose purchases individually or in the aggregate are material (i) to the operations of the Business Knowledge of the Company, no Major Customer has cancelled or terminated its relationship with the Companies (taken as a whole), and (ii) no Major Customer has advised any of the Companies in writing or has advised W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ orally or in writing of its intention to (A) cancel or terminate its relationship with the Companies (taken as a whole) or (B) cease or substantially reduce its purchases of products or services from the Companies (taken as a whole). (b) Schedule 3.20, Part (b) sets forth a true and complete list of the top ten (10) suppliers and licensors of each of the Companies from which any of the Companies (taken as a whole) ordered, purchased or licensed products, goods or services, as measured by the amounts paid or accrued with respect to such orders, purchases or licenses of products, goods or services from such supplier or group or supplierslicensor and reflected on the Company’s audited consolidated statement of operations for the fiscal year ended December 31, listed in 2007 (each, a “Major Supplier”). Except as set forth on Schedule 4.21 hereto3.20, or whose sales individually or in Part (b), as of the aggregate are material date hereof, (i) to the operations of the Business Knowledge of the Company. Seller , no Major Supplier has cancelled or terminated its relationship with the Companies (taken as a whole), and the Company represents that there exists (ii) no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business Major Supplier has advised any of the Company Companies in writing of its intention to (A) cancel or prevent terminate its relationship with the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the CompanyCompanies (taken as a whole), nor the Seller(B) not sell products, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); Companies or (bC) requires payment by materially increase the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in whichprices of any products, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company provided to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessCompanies, in each case following the Closing.

Customers and Suppliers. Set (a) Section 4.25(a) of the Company Disclosure Letter sets forth in Schedule 4.21 hereto is (i) a list of the names and addresses of showing the ten (10) largest customerscustomers of the Company and its Subsidiaries, taken as a whole, as measured by the dollar amount of purchases thereby during the twelve (12) month period ending on March 31, 2017 (each, a “Significant Customer”). Since January 1, 2016, no Significant Customer has given notice to the Company in writing of its intention to (i) terminate its relationship with, or otherwise stop or materially reduce purchasing products from, the Company or any Subsidiary, as applicable, or (ii) materially change the terms and conditions on which it purchases products from the Company or such Subsidiary, as applicable, in a manner adverse to the Company or Subsidiary, as applicable. All Significant Customers are current in their payments due to the Company or Subsidiary, as applicable, and such Significant Customers have consistently been current in their payments due to the Company or Subsidiary, as applicable, for the twelve (12) months prior to the date hereof, in each case, in all material respects. (b) Section 4.25(b) of the Company Disclosure Letter sets forth a list showing the ten (10) largest suppliers (of the Company and the Company Subsidiaries, taken as a whole, as measured by the dollar volume amount of purchases therefrom during the twelve (12) month period ending on March 31, 2017 (each, a “Significant Supplier”). Since January 1, 2016, no Significant Supplier has indicated in writing (i) that it expects in the foreseeable future any material difficulty in obtaining, in the quantity and quality and at a price consistent with past practices, the raw materials, supplies or salescomponent parts required for the manufacture, assembly or production of any Company or Subsidiary product, as applicable, or (ii) an intention to (A) terminate its relationship with, or otherwise stop or materially reduce its supply of the case may be) Company or any Subsidiary of the Company, as applicable, or (B) materially change the terms and the percentage of the Company’s Business conditions on which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (it is prepared to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between supply the Company and each person which manufactures any of the Company's products; (iii) or such Subsidiary, as applicable, in a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known manner adverse to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or servicesSubsidiary, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessapplicable.

Customers and Suppliers. Set (a) Schedule 4.24(a) sets forth in Schedule 4.21 hereto is for the twelve (12) months ended December 31, 2020 each of the (i) a list customers of the names Group Companies, that have generated at least $1,000,000 of revenue for the Group Companies (collectively, the “Significant Customers”), and addresses (ii) suppliers of the ten Group Companies, to which the Company or its Subsidiaries have paid at least $1,000,000 (10collectively, the “Significant Suppliers”). Since January 1, 2019, there have not been any material disputes between the Group Companies and any of the Significant Customers or the Significant Suppliers. (b) largest customersSince January 1, and 2020, neither the ten Company nor any of its Subsidiaries has received any written notice that (10i) largest suppliers any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Group Companies after the Closing, or (measured ii) there has been or will be any material adverse change in the price of such goods, services or rights provided to or by dollar volume of purchases any such Significant Customer or salesSignificant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such goods, services or rights, as applicable, at any time on or after the case may be) Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customer’s or Significant Supplier’s dealings with the Group Companies or its or their respective Affiliates, subject to customary price increases consistent with past practices. To the knowledge of the Company, and the percentage of the Company’s Business which each such customer no Significant Customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or Significant Supplier has threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent its Subsidiaries in writing or orally that it will take any action described in the Buyer from conducting the Business preceding sentence as a result of the Company after the consummation of the transactions contemplated by this Agreement and the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessAgreements.

Customers and Suppliers. Set (a) Schedule 3.22(a) of the Disclosure Schedules sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) all customers of the CompanyCompany and its Subsidiaries that is one of the top 25 customers based on sales during the 12 months ended June 30, 2013, (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. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or, to the Company’s Business knowledge, oral notice that any of such customers (A) has ceased or 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 products or services of the Company or its Subsidiaries. (b) Schedule 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of the top 25 suppliers based on invoices during for the 12 months ended June 30, 2013 and (ii) the amount for which each such customer supplier invoiced the Company or supplier represents or represented such Subsidiary during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description such period. As of the business arrangements (date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or, to the extent not reflected Company’s knowledge, oral notice that there has been any material adverse change in the price of such supplies or services provided by any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation ofsuch supplier, or that any modification such supplier will not continue to sell supplies or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known services to the Company and its Subsidiaries on terms and conditions substantially the Seller involving customers, suppliers or same as those used in its current sales representatives which to the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Companyits Subsidiaries, nor the Seller, nor any officer, director, or employee of the Company is a party subject to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company general and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the customary price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessincreases.

Customers and Suppliers. Set Schedule 4.11 contains a true and complete list of (i) the names of, and the dollar volume and percentage of products or services purchased from, each of the 10 largest suppliers of products and services to the Business during its 1996 fiscal year and the first nine months of its 1997 fiscal year and (ii) the dollar volume and percentage of sales to each of the 10 largest customers (in terms of sales and gross profits (which will be treated as Buyer Confidential Information and will not be disclosed in any filing except to the extent required by any Legal Requirement and then only in accordance with the procedures set forth in Section 6.3, if applicable) of products and services of the Business during such periods. Seller has not received notice from any such customer or supplier that it does not intend to continue, or currently is contemplating ceasing, business dealings with Seller. 4.12 Transactions with Related Persons. Schedule 4.21 hereto 4.13 contains a true and complete description of all transactions relating to the Business or the Acquired Assets between Seller, or any Benefit Plan of Seller or any of its Related Persons or any other Related Person of Seller that have occurred since December 31, 1994, or that have not been fully performed and discharged as of the date of this Agreement (whether under any of the Contracts listed on Schedule 4.5 or otherwise), excluding purchases from the Business of Inventory in the ordinary course of business on customary, arms'-length terms. For purposes of this Agreement, a "Related Person" of a specified person is (i) a list an Affiliate of the names and addresses of the ten (10) largest customersperson specified, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description director or officer of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; foregoing referred to in this sentence, (iii) a description spouse, parent, sibling, child, mother-or father-in-law, son-or daughter-in-law, or brother-or sister-in-law of any of the business arrangements foregoing referred to in this sentence, and (to the extent not reflected iv) any trust or other estate in which any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except foregoing referred to in this sentence has a substantial beneficial interest or as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or to which any modification or change in, the business relationship of the Company with any customer or group of customers listed foregoing referred to in Schedule 4.21 hereto, or whose purchases individually this sentence serves as trustee or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesssimilar fiduciary capacity.

Customers and Suppliers. Set Section 2.26 of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of the ten largest suppliers (10and for each such supplier the approximate dollar volume and percentage of total purchases of similar items from all suppliers of such item) largest customers, of products and services to the Company and the ten largest customers (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which for each such customer or supplier represents or represented during each the approximate dollar volume and percentage of fiscal years 2008, 2009, 2010 and 2011; (ii) a description total sales of the business arrangements (Company to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 heretoall customers) between of products and services of the Company and during the twelve months ended December 31, 1995, indicating any existing contractual arrangements for continued supply from or to each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch firm. Except as set forth in Schedule 4.18 heretoSection 2.26 of the Disclosure Schedule, there exists no actual or or, to the Knowledge of Seller, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company or any Seller on behalf of the Company with any customer or group of customers which are listed in Section 2.26 of the Disclosure Schedule 4.21 hereto, or whose purchases individually or in the aggregate which are otherwise material to the operations of the Business of the CompanyBusiness, or with any supplier or group or suppliers, of suppliers which are listed in Section 2.26 of the Disclosure Schedule 4.21 hereto, or whose sales individually or in the aggregate which are otherwise material to the operations of the Business Business, and, to the Knowledge of the Company. Seller and the Company represents that Seller, there exists no present or future condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated in this Agreement), other than those which affect the Company and economy in general or the Seller can now industry that the Business is part of, which could reasonably foresee would be expected to (i) materially adversely affect the Business or the prospects of the Company or prevent the Buyer from conducting conduct of the Business of the Company after the consummation of the Transaction transactions contemplated in essentially this Agreement on substantially the same manner in which it terms as the Business has heretofore been conducted by or (ii) impair, interfere with or terminate the Company. Neither 's business relationship with the Company, nor the Seller, nor any officer, director, or employee customers listed in Section 2.26 of the Company is a party Disclosure Schedule. Seller has delivered to any Contract Purchaser copies of all written Contracts or arrangement that: (a) involves the purchase or sale of goods or services by the Company other arrangements and provides for payment written summaries of any money, or transfer of any property for such goods or services to any Person other than oral arrangements with the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee customers and suppliers listed in Section 2.26 of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessDisclosure Schedule.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (a) Section 3.15(a) of the Disclosure Schedules lists (i) a list the top twenty (20) customers in terms of revenues earned by the Company and/or any Subsidiary of the names and addresses Company for goods or services for each of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of two most recent fiscal years 2008(collectively, 2009, 2010 the “Material Customers”); and 2011; (ii) a description the amount of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and revenue earned from each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativesMaterial Customer during such periods. Except as set forth in Schedule 4.18 heretoSection 3.15(a) of the Disclosure Schedules, there exists no actual or threatened termination, cancellation or limitation of, or neither the Company nor any modification or change in, the business relationship Subsidiary of the Company with has received any customer or group notice, and has no reason to believe, that any of customers listed in Schedule 4.21 heretoits Material Customers has ceased, or whose purchases individually intends to cease after the Closing, to use its goods or in services or to otherwise terminate or materially reduce its relationship with the aggregate are material to the operations of the Business Company and/or any Subsidiary of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations as applicable. (b) Section 3.15(b) of the Business of Disclosure Schedules sets forth (i) the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known top twenty (20) suppliers to whom the Company and the Seller involving customers, suppliers or sales representatives which the Company any Subsidiary thereof has incurred costs and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of expenses for goods or services by rendered for each of the two most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 3.15(b) of the Disclosure Schedules, neither the Company and provides for payment nor any Subsidiary thereof has received any notice, and/or has any reason to believe, that any of any moneyits Material Suppliers has ceased, or transfer of any property for such intends to cease, to supply goods or services to the Company or any Person other than Subsidiary thereof, or to otherwise terminate or materially reduce its relationship with the Company, the supplier or customer purchasing or selling such goods or servicesCompany and/or any Subsidiary, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered;applicable. (c) restricts Section 3.15(a) of the geographical area Disclosure Schedules and Section 3.15(b) of the Disclosure Schedules, in whichthe aggregate, or include (i) the customers top twenty advertiser agreements to whomwhich the Company and/or its Subsidiaries are a party, as measured by earned revenues under such agreements, for each of the two most recent fiscal years (collectively, the Company can or does transact Business, or any business; “Material Advertiser Agreements”) and (dii) restricts the price at top twenty publisher agreements to which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company and/or its Subsidiaries are a party, as measured by incurred expenses under such agreements, for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct each of the Businesstwo most recent fiscal years (collectively, the “Material Publisher Agreements”).

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ia) a list The Company has not received any written notice of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company material disputes concerning its products and/or services with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller distributor and the Company represents that there exists has no present condition Knowledge of any other material disputes concerning its products and/or services with any customer or state of facts or circumstances known distributor. Since the Balance Sheet Date, the Company has not received any written or, to the Company and the Seller involving customersCompany’s Knowledge, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business oral notice from any customer that such customer shall not continue as a customer of the Company or prevent the Buyer from conducting the Business of that such customer intends to terminate or materially modify existing Contracts with the Company after (or the consummation Surviving Entity or Parent) or that such customer refuses to make payments for products delivered or services rendered. Since the Balance Sheet Date, the Company has not had any of the Transaction its products returned except for normal warranty returns consistent with past history and those returns that would not result in essentially the same manner in which it has heretofore been conducted a reversal of any material amount of revenue by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);. (b) requires payment The Company has not received any written notice of any material disputes concerning products and/or services provided by any supplier and the Company has no Knowledge of any other material disputes concerning products and/or services provided by any supplier. Each supplier to whom, in the year ended June 30, 2007, the Company paid (or accrued an obligation to pay) $50,000 or more, together with the amounts paid or payable by the Company for goods whether to such supplier during the year ended June 30, 2007, as well as any sole-source supplier (identified as such), is listed on Schedule 3.23(b). Since the Balance Sheet Date, the Company has not received any written notice from any supplier that such supplier shall not continue as a supplier to the Company or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Entity or Parent). The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company Businesses, and the Company has no Knowledge of any reason why it will not continue to have such goods are delivered;access on commercially reasonable terms. (c) restricts the geographical area in which, or the customers Schedule 3.23(c) lists each Contract pursuant to whom, which the Company can is obligated to provide support, development, implementation or does transact Business, or any business; other similar professional services (dthe “Support Agreements”) restricts that are materially different from the price at which goods or services may be sold by form of the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether agreement identified as the party providing Standard Support Agreement delivered or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made available to the Company for goods or services sold Parent by the Company (the “Standard Support Agreement”). The Company is not obligated to provide to any Person is subordinated in right of payment to any indebtedness development, training or other professional services that do not constitute ordinary support obligations of such Person or any other Person; or (h) involves a requirements contract relating pursuant to the purchase or sale of inventory, finished goods or other property used in the conduct terms of the BusinessStandard Support Agreement.

Customers and Suppliers. Set (a) Schedule 3.22(a) of the Disclosure Schedules sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list of the names and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) top 20 customers of the CompanyCompany based on amount invoiced (including, if applicable, any Seller Party and its Affiliates) during (x) the 12 months ended December 31, 2018 and (y) the eight months ended August 31, 2019, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the Company’s Business which total sales of the Company represented by sales to each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (such period. The Company has not received any notice nor has any reason to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures believe that any of the Company's products; such clients (iiiA) a description of the business arrangements (to the extent not reflected in any Contracts has ceased or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation ofsubstantially reduced, or any modification will cease or change insubstantially reduce, the business relationship use of products or services of the Company with any customer or group of customers listed in Schedule 4.21 hereto(B) has sought, or whose purchases individually or in is seeking, to reduce the aggregate are material to price it will pay for the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business services of the Company. Seller and None of such clients has otherwise threatened to take any action described in the Company represents that there exists no present condition or state preceding sentence as a result of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted transactions contemplated by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);this Agreement. (b) requires payment by Schedule 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) the top 20 suppliers of the Company based on amount invoiced (including, if applicable, any Seller Party and its Affiliates) from which the Company ordered products or services during (x) the 12 months ended December 31, 2018 and (y) the eight months ended August 31, 2019 and (ii) the amount for goods whether which each such supplier invoiced the Company during such period. The Company has not received any notice nor has any reason to believe that there has been any material adverse change in the price of such supplies or not services provided by any such goods are delivered; (c) restricts the geographical area in whichsupplier, or the customers to whom, the Company can or does transact Business, or that any business; (d) restricts the price at which goods such supplier will not sell supplies or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by at any time after the Company to any Person is subordinated Closing Date on terms and conditions substantially the same as those used in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating its current sales to the purchase or sale of inventoryCompany, finished goods or other property used subject to general and customary price increases. No such supplier has otherwise threatened to take any action described in the conduct preceding sentence as a result of the Businessconsummation of the transactions contemplated by this Agreement.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ia) a list Section 3.24(a) of the names and addresses Disclosure Schedule sets forth the top 20 customers of the ten Company and the Company Subsidiaries (10including distributors) largest customers(each, a “Material Customer”), based on the dollar amount of consolidated revenues earned by the Company and the Company Subsidiaries for each of the two most recent fiscal years and for the current fiscal year, and the ten revenues generated from such customers. (10b) largest suppliers (measured by dollar volume of purchases or sales, as the case may beSection 3.24(b) of the CompanyDisclosure Schedule sets forth the top 20 vendor, supplier, reseller, service provider and other similar business relation of the Company or any Company Subsidiary (each, a “Material Supplier”) by the amount of purchased goods or services over the course of the twelve months ended December 31, 2017, and the percentage six months ended on June 30, 2018, and, for each Material Supplier for the six months ended on June 30, 2018, the amounts owing to each such Person, and whether such amounts are past due. (c) No Material Customer or Material Supplier has given the Company, any Company Subsidiary or any of its Affiliates, officers, directors, employees, agents or representatives notice that it intends to stop or materially alter its business relationship with the Company or any Company Subsidiary (whether as a result of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description consummation of the business arrangements (transactions contemplated by this Agreement and the Ancillary Agreements or otherwise), or has during the past twelve months decreased materially, or threatened to the extent not reflected in any Contracts decrease or Instruments set forth in Schedule 4.18 hereto) between limit materially, its supply of services or products to, or purchase of products or services from the Company and each person which manufactures or any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativesSubsidiary. Except as set forth in Schedule 4.18 heretoSection 3.24(c) of the Disclosure Schedule, there exists no actual the Company’s Knowledge, (i) no Material Customer or threatened terminationMaterial Supplier intends to cancel or otherwise substantially and adversely modify its relationship with the Company or to decrease or limit materially, cancellation its supply of services or limitation ofproducts to, or any modification purchase of products or change inservices from, the business Company, (ii) no Material Customer or Material Supplier has advised the Company or any Company Subsidiary of any material problem or dispute with such Material Customer or Material Supplier, (iii) the transactions contemplated by this Agreement and the Ancillary Agreements will not adversely affect the relationship of the Company or any Company Subsidiary with any customer Material Customer or group of customers listed in Schedule 4.21 heretoMaterial Supplier, and (iv) no Material Supplier has provided the Company or whose purchases individually or in the aggregate are material any Company Subsidiary with notice (whether written or, to the operations of the Business Knowledge of the Company, oral) that (A) it will not sell raw materials, supplies, component parts, merchandise or with any supplier other goods or group services required for the manufacture, assembly or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations production of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business any product of the Company or prevent any Company Subsidiary on terms and conditions substantially similar to those used in its current sales, subject only to general and customary price increases or (B) it expects in the Buyer from conducting foreseeable future any material difficulty in obtaining, in the Business quantity and quality and at a price consistent with past practices, the raw materials, supplies, component parts, merchandise or any other goods or services required for the manufacture, assembly or production of any product of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessSubsidiary.

Customers and Suppliers. Set (a) Schedule 3.21(a) of the Disclosure Schedules sets forth in the top twenty (20) customers of the Company (including distributors) (each, a “Material Customer”), based on the dollar amount of consolidated revenues earned by the Company for the fiscal year ended December 31, 2020, and the revenues generated from each such customer. (b) Schedule 4.21 hereto is 3.21(b) of the Disclosure Schedules sets forth (i) a list the top twenty (20) vendors, suppliers, resellers, service providers and other similar business relation of the names Company (each, a “Material Supplier”) based on the dollar amount of consolidated payments made to such relation for the fiscal year ended December 31, 2020 and addresses of the ten (10) largest customers, whether such amounts are past due and the ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected included in any Contracts or Instruments set forth in Schedule 4.18 hereto) between Section 3.21(b), each vendor, supplier, reseller, service provider and other similar business relation of the Company and each person which manufactures to whom any amounts are past due greater than twelve (12) months. (c) No Material Customer or Material Supplier has given the Company or its Affiliates, officers, directors, employees, agents or representatives, notice that it intends to stop or materially alter its business relationship with the Company (whether as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or otherwise), or has during the past twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its supply of services or products to, or purchase of products or services from the Company (provided that ordinary course fluctuations in revenues from a Material Customer or payments to a Material Supplier shall be specifically excepted from this Section 3.21(c)). To the Company's products; ’s Knowledge, (i) no Material Customer or Material Supplier has expressed to the Company an intention to cancel or otherwise substantially modify its relationship with the Company or to decrease or limit materially, its supply of services or products to, or purchase of products or services from, the Company, (ii) no Material Customer or Material Supplier has advised the Company in writing of any material problem or dispute with any Material Customer or Material Supplier and (iii) a description of the business arrangements (to transactions contemplated by this Agreement and the extent other Transaction Documents will not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between adversely affect the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer Material Customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessMaterial Supplier.

Customers and Suppliers. Set (a) Section 3.23(a) of the Disclosure Schedule sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list of the names and addresses of the ten top 20 customers of the Company Group by the amount invoiced during the 12 month period ended February 28, 2015, (10ii) largest customersthe amount for which each such customer was invoiced during such period and (iii) the percentage of the total sales of the Company Group represented by sales to each such customer during such period. No Company Group Member has received any notice or has any reason to believe that any of such clients (A) has ceased or substantially reduced, and or will cease or substantially reduce, use of products or services of any Company Group Member or (B) has sought, or is seeking, to change the ten (10) largest suppliers (measured by dollar volume terms upon which it receives the services of purchases any Company Group Member. None of such clients has otherwise threatened in writing, or sales, as to the case may be) knowledge of the Company, and threatened orally, to take any action described in the percentage preceding sentence as a result of the Company’s Business which each such customer consummation of the Transactions. No Company Group Member has any current obligation, or supplier represents any Contract that with subsequent events or represented during each of fiscal years 2008circumstances could become an obligation, 2009to (i) provide any rebates or refunds to any Person, 2010 and 2011; or (ii) a description limit the amount of fees or the margin applicable to the business conducted by the Company Group with or on behalf of such Person, other than as set out in the Contracts that were Made Available to Parent. (b) Section 3.23(b) of the business arrangements Disclosure Schedule sets forth a true and complete list of (i) the top 20 suppliers of the Company Group (by aggregate purchase price received from the Company Group) from which any Company Group Member received goods, services, or rights (including any licenses to Intellectual Property) during the 12 month period ended February 28, 2015, plus any other suppliers from which any Company Group Member received goods, services, or rights (including any licenses to Intellectual Property), to the extent not reflected already included in any Contracts the list of top 20 suppliers, with an aggregate purchase price for each such supplier of $50,000 or Instruments set forth in Schedule 4.18 hereto) between more during the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts 12 month period ended February 28, 2015 or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 heretothat provides goods, there exists no actual or threatened termination, cancellation or limitation ofservices, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate rights that are material to such Company Group Member’s business or operations, and (ii) the operations amount for which each such supplier invoiced such Company Group Member during such period. No Company Group Member has received any notice or has any reason to believe that there has been any material adverse change in the price of such goods, services, or rights provided by any such supplier, or that any such supplier will not provide goods, services, or rights to any Company Group Member at any time after the Business Closing Date on terms and conditions substantially the same as those used in its current terms with such Company Group Member, subject to general and customary price increases. No such supplier has otherwise threatened in writing, or to the knowledge of the Company, or with threatened orally, to take any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or action described in the aggregate are material to the operations preceding sentence as a result of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessTransactions.

Customers and Suppliers. Set (a) Section 3.24(a) of the Disclosure Schedule sets forth the top 15 customers of the Company Members (including dealers and/or distributors) (each, a “Material Customer”), based on the dollar amount of consolidated revenues earned by each Company Member for each of the two most recent fiscal years and for the current fiscal year, and the revenues generated from such customers. (b) Section 3.24(b) of the Disclosure Schedule sets forth the top 15 vendor, supplier, reseller, service provider and other similar business relations of any Company Member (each, a “Material Supplier”) by the amount of purchased goods or services over the course of the 12 months ended December 31, 2019, and the nine months ended on September 30, 2020, the amounts owing to each such Person, and whether such amounts are past due. (c) No Material Customer or Material Supplier has given any Company Member or any of its Affiliates, officers, directors, employees, agents or representatives notice that it intends to stop or materially alter its business relationship with any Company Member (whether as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or otherwise), or has during the past 12 months decreased materially, or threatened to decrease or limit materially, its supply of services or products to, or purchase of products or services from, any Company Member. No Material Customer or Material Supplier intends or has threatened to cancel or otherwise substantially and adversely modify its relationship with any Company Member or to decrease or limit materially, its supply of services or products to, or purchase of products or services from, any Company Member, including any increase in Schedule 4.21 hereto is the prices that any such party would charge for products or services. No Material Customer or Material Supplier has advised any Company Member of any material problem or dispute between any Company Member and such Material Customer or Material Supplier. No Material Supplier has provided any Company Member with notice (whether written or oral) that (i) a list it will not sell raw materials, supplies, component parts, merchandise or any other goods or services required for the manufacture, assembly or production of the names any product of any Company Member on terms and addresses of the ten (10) largest customers, and the ten (10) largest suppliers (measured by dollar volume of purchases or conditions substantially similar to those used in its current sales, as the case may be) of the Company, subject only to general and the percentage of the Company’s Business which each such customer customary price increases or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) it expects in the foreseeable future any material difficulty in obtaining, in the quantity and quality and at a description price consistent with past practices, the raw materials, supplies, component parts, merchandise or any other goods or services required for the manufacture, assembly or production of the business arrangements any product of any Company Member. (to the extent not reflected in any Contracts or Instruments d) Except as set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any Section 3.8 of the Company's products; Disclosure Schedule, no Person (iiiincluding any general contractor) has made a description of the business arrangements (to the extent not reflected written claim or Action for indemnification, delay damages, penalties, liquidated damages or other otherwise against any Company Member in connection with any Contracts Company Member’s performance or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativesactivities under any commercial or residential project. Except as set forth in Schedule 4.18 heretoSection 3.8 of the Disclosure Schedule, there exists to the Companies’ Knowledge, no actual Person has any basis to assess or threatened terminationclaim any indemnification, cancellation delay damages, penalties, liquidated damages or limitation of, otherwise under any commercial or any modification or change in, the business relationship residential project. None of the Company with Members have oversold or overscheduled any customer of their manufacturing facilities in order to meet any terms or group of customers listed in Schedule 4.21 heretoobligations under any residential or commercial projects, or whose purchases individually or in the aggregate including any commercial projects that are material subject to the operations any of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the CompanyMaterial Contracts. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business Each of the Company or prevent Members has the Buyer from conducting the Business production capacity, labor capacity, machinery and resources to complete and satisfy any and all open and/or outstanding residential and commercial orders, including any projects under any of the Company after the consummation of the Transaction Material Contracts, in essentially the same a timely and accurate manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made prior to the Company for goods deadlines or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used delivery dates set forth in the conduct of the Businessunderlying orders.

Customers and Suppliers. Set (a) Section 2.19(a) of the Company Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a list of the names and addresses 20 largest customers (based on the dollar amount of sales) of the ten Company and its subsidiaries (10i) largest customersfor the last fiscal year most recently completed and (ii) for 2020 from January 1 through August 31 (collectively, the “Key Customers”). Since January 1, 2020, none of the Key Customers has (x) terminated, not renewed, or reduced materially, or to the Knowledge of the Company has threatened to terminate, not renew or reduce materially, its business with the Company or any of its subsidiaries, and the ten Company does not have Knowledge of any facts or circumstances that exist or have occurred that would indicate that there has been, or that would be reasonably likely to result in, a termination, non-renewal or material reduction by any Key Customer of its business with the Company or any of its subsidiaries, (10y) largest suppliers (measured by dollar volume materially altered its pattern of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (payments to the extent not reflected in any Contracts Company or Instruments set forth in Schedule 4.18 hereto) between its subsidiaries or materially altered its business relationship with the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation ofits subsidiaries, or (z) made any modification material complaint regarding pricing, product quality or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 heretoservice, or whose purchases individually or in the aggregate are demanded any price adjustment material to the operations of the Business of the Company, or business done with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);Key Customer. (b) requires payment by Section 2.19(b) of the Company Disclosure Schedule sets forth a list of the 10 largest suppliers (based on the dollar amount of total purchases) of the Company and its subsidiaries (i) for goods whether the last fiscal year most recently completed and (ii) for 2020 from January 1 through August 31 (collectively, the “Key Suppliers”). Since January 1, 2020, none of the Key Suppliers has (x) terminated or not renewed its business or relationship with the Company or its subsidiaries or reduced materially its supply of materials, products, components or services to the Company or its subsidiaries, or to the Knowledge of the Company has threatened to do so, and the Company does not have Knowledge of any facts or circumstances that exist or have occurred that would indicate that there has been, or that would be reasonably likely to result in, a termination or non-renewal of a Key Supplier’s business or relationship with the Company or its subsidiaries or a material reduction in a Key Supplier’s supply of materials, products, components or services to the Company or its subsidiaries, (y) materially altered its business relationship with the Company or its subsidiaries, or (z) made any material complaint regarding pricing or payment or demanded any price adjustment material to the business done with such goods are delivered;Key Supplier. (c) restricts Since January 1, 2020, each of the geographical area Company and its subsidiaries (i) has continued all pricing, sales, receivables or payables production practices in whichaccordance with GAAP and in the ordinary course of business and (ii) has not engaged in (A) any trade loading practices or any other promotional sales or discount activity with any customers 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, (B) any practice that would have the effect of accelerating to pre-Closing periods collections of receivables or payments by Company or any of its subsidiaries, in each case that would otherwise be expected (based on past practice) to be made in pre-Closing periods, (C) any other promotional sales, discount activity or deferred revenue activity, in each case in this clause (C) in a manner outside the ordinary course of business, or (D) any forward purchasing programs with suppliers with the customers effect of accelerating to whom, the Company can pre-Closing periods rebate or does transact Business, or any business;other income earned from such suppliers. (d) restricts The terms and conditions of any rebates payable to any Key Customer and the price at which goods or services may be sold by payment schedule with respect to such rebates, if any, are set forth in the Company; (eapplicable Commitment with such customer. Section 2.19(d) provides for of the Company’s participation in any program Company Disclosure Schedule sets forth the aggregate amount of promotional allowances, cooperative advertising or discounts (whether accrued rebates payable as of the party providing or receiving such allowance or discount); (f) conditions end of the purchase or sale most recent fiscal quarter of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made Company ended prior to the Company for goods or services sold by the Company to any Person is subordinated in right date of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessthis Agreement.

Customers and Suppliers. Set (a) Section 3.22(a)(i) of the Disclosure Schedules sets forth in Schedule 4.21 hereto is a true and complete list of (i) a list the names of all customers of the names Company and addresses its Subsidiaries (A) that is one of the ten top 50 customers based on sales during the 12 month period ended November 30, 2015, (10B) largest customerswhich the company invoiced or recognized revenue in amount exceeding $75,000 during the same period, and the ten or (10C) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of that is committed to receive the Company’s Products and/or services with a value equal to or in excess of $150,000 during the 12 months after the date hereof, (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. Neither the Company nor any of its Subsidiaries has received any written or, to the Company’s Business knowledge, oral notice that any of such customers (x) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries, or (y) has sought, or is seeking, to reduce the price it will pay for the products or services of the Company or its Subsidiaries. Each of the Company and, to the Company’s knowledge, each other party to any Contract with any such customer is in compliance with the terms thereof and the Company has not received any written notice, and does not otherwise have knowledge of any breach or potential breach, on the part of the Company or, to the Company’s knowledge, any other party to any Contract with any such customer. (b) Section 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of the top 10 suppliers based on invoices during for the 12 month period ended November 30, 2015 and (ii) the amount for which each such customer supplier invoiced the Company or supplier represents or represented such Subsidiary during each such period. Neither the Company nor any of fiscal years 2008its Subsidiaries has received any written or, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected Company’s knowledge, oral notice that there has been any material adverse change in the price of such supplies or services provided by any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation ofsuch supplier, or that any modification such supplier will not continue to sell supplies or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known services to the Company and its Subsidiaries on terms and conditions substantially the Seller involving customers, suppliers or same as those used in its current sales representatives which to the Company and the Seller can now reasonably foresee would materially adversely affect the Business its Subsidiaries, subject to general and customary price increases. Each of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by and, to the Company. Neither the Company’s knowledge, nor the Seller, nor any officer, director, or employee of the Company is a each other party to any Contract or arrangement that: (a) involves with any such supplier is in compliance with the purchase or sale of goods or services by terms thereof and the Company and provides for payment of has not received any moneywritten or, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in knowledge, oral notice, and does not otherwise have knowledge of any program of promotional allowancesbreach or potential breach, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale part of another product or service; the Company or (g) provides that any payment required to be made , to the Company for goods or services sold by the Company Company’s knowledge, any other party to any Person is subordinated in right of payment to Contract with any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesssupplier.

Customers and Suppliers. Set (a) Section 2.30 to the Company Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a list of names, addresses and key data for the names and addresses fifteen largest customers (who maintained accounts with the Company as of the ten (10October 31, 1997) largest customers, and the ten (10) fifteen largest suppliers (measured in each case by dollar volume of purchases or salessales during the year ended October 31, as the case may be1997) of the Company, Company and the percentage dollar amount of the Company’s Business purchase or sales which each such customer or supplier represents or represented during each of the fiscal years 2008year ended October 31, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives1997. Except as set forth disclosed in Schedule 4.18 heretoSection 2.30 to the Company Disclosure Schedule, there exists no actual or threatened termination, cancellation cancellation, or limitation of, or any modification or change in, the business relationship with any of the Company with any customer or group of customers listed in Schedule 4.21 heretolisted, or whose purchases individually or in the aggregate are material to the operations of the Business operation of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 heretoof suppliers listed, or whose sales individually or in the aggregate are material to the operations operation of the Business business and, to the knowledge of the Company. Seller and the Company represents that , there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which and their relationships with the Company and the Seller can now which could reasonably foresee would materially adversely affect the Business of the Company be expected to have a material adverse effect or prevent the Buyer from conducting the Business conduct of the Company business after the consummation of the Transaction transactions contemplated by this Agreement in essentially the same manner in which it such business has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company);conducted. (b) requires payment by Since October 31, 1996, neither the Company for goods whether nor any affiliate thereof has lost or not such goods are delivered; been notified, directly or indirectly, in writing that it will lose (c) restricts and, to the geographical area in whichknowledge of the Company, or the customers to whom, no customer has notified the Company can or does transact Business, or any business; affiliate thereof that the Company would, in the event of consummation of the transactions contemplated by this Agreement, lose) any customer or group of related customers of the Company that generated (dindividually or as a related group) restricts the price at which goods or services may be sold by the Company; (e) provides sales for the Company’s participation in any program of promotional allowancesyear ended October 31, cooperative advertising 1997 equal to or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessgreater than $50,000.

Customers and Suppliers. Set Schedule 5.25(a)(i) accurately sets forth in Schedule 4.21 hereto is (i) an accurate and complete list of the names of the Company’s 10 largest customers for (A) the fiscal year ended December 31, 2021 and (B) year to date as of June 30, 2022 (the customers required to be listed on Schedule 5.25(a)(i), collectively, “Top Customers”); and (ii) the amount of consideration paid by each Top Customer during such periods. Since December 31, 2021, no Top Customer has terminated or adversely modified in any material respect the amount, pricing, frequency or terms of the business such Top Customer conducts with the Company Group other than normal fluctuations in purchasing activity that are not the result of a deterioration of the relationship with such Top Customer. The Company Group is not engaged in any material dispute with any Top Customer and has not received any written, or to the Knowledge of Seller, oral notice of, any such dispute. Except as set forth on Schedule 5.25(a)(ii) or as would not reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Customer, (x) all Top Customers continue to be customers of the applicable member of the Company Group, (y) no Top Customer has ceased to use its goods or services or to otherwise terminate, materially and adversely modify or materially reduce its relationship with the Company Group (and none of the members of the Company Group have received any written, or to the Knowledge of Seller, oral notice that any of its Top Customers intends to do so or otherwise has Knowledge of any facts, events, conditions or circumstances that would reasonably be expected to result in any Top Customer doing so) from the levels achieved during the fiscal year ended December 31, 2021 and (z) no Top Customer has communicated to the Company Group, in writing, or to the Knowledge of Seller, orally, that it has not passed such Top Customer’s audit. (cs) Schedule 5.25(b)(i) sets forth (i) an accurate and complete list of the names and addresses of the ten (10) largest customers, and the ten (10) Company’s 10 largest suppliers for (measured by dollar volume A) the fiscal year ended December 31, 2021 and (B) year to date as of purchases or salesJune 30, as 2022 (the case may be) of the Companycustomers required to be listed on Schedule 5.25(b)(i), collectively, “Top Suppliers”); and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description the amount of purchases from each Top Supplier during such periods. Since December 31, 2021, no Top Supplier has terminated or adversely modified in any material respect the amount, pricing, frequency or terms of the business arrangements (such Top Supplier conducts with the Company Group. The Company Group is not engaged in any material dispute with any Top Supplier and has not received any written, or to the extent not reflected in Knowledge of Seller, oral notice of, any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch dispute. Except as set forth in on Schedule 4.18 hereto5.25(b)(ii) or as would not reasonably be expected, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are aggregate, to be material to the operations Company Group, taken as a whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Supplier, (x) all Top Suppliers continue to be suppliers of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business applicable member of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it Group, (y) no Top Supplier has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party ceased to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such supply goods or services to such member of the Company Group or otherwise terminated, materially and adversely modified or materially reduced its relationship with any Person other than member of the CompanyCompany Group (and none of the members of the Company Group have received any written, or to the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers Knowledge of property to an officer, director, the Seller, oral notice that any of its Top Suppliers intends to do so or employee otherwise has Knowledge of the Company); (b) requires payment by the Company for goods whether any facts, events, conditions or not such goods are delivered; (c) restricts the geographical area in which, or the customers circumstances that would reasonably be expected to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation result in any program of promotional allowancesTop Supplier doing so) from the levels achieved during the fiscal year ended December 31, cooperative advertising or discounts 2021 and (whether as the party providing or receiving such allowance or discount); (fz) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made no Top Supplier has communicated to the Company for goods Group, in writing, or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale Knowledge of inventorySeller, finished goods or other property used in the conduct of the Businessorally, that it has not passed such Top Supplier’s audit.

Customers and Suppliers. Set Schedule 3.25 sets forth in Schedule 4.21 hereto is (i) a list complete and accurate list, for each of the names fiscal years ended on December 31, 2005 and addresses December 31, 2006, (a) the twenty (20) largest customers (or, in the case of Europa Crown, ECL or ECUK, the ten (10) largest customers) of each of the Applicable Representation Entities (measured by aggregate sales or ▇▇▇▇▇▇▇▇) during such period, indicating aggregate sales and ▇▇▇▇▇▇▇▇ and the existing contractual obligations with each such customer by product or service provided and (b) the ten (10) largest suppliers of materials, products or services to each of the Applicable Representation Entities (measured by dollar volume the aggregate amount purchased by the Applicable Representation Entities) for such period. To the Knowledge of the Seller, the relationships of the Applicable Representation Entities with the customers and the suppliers listed on, or required to be listed on, Schedule 3.25 are good commercial working relationships and none of such customers or the suppliers has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or purchases or salesmaterial increase in the prices charged or paid, as the case may be) or notified any Applicable Representation Entity of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (any intention to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures do any of the Company's products; foregoing or otherwise threatened in writing to cancel, terminate or materially alter (iiiincluding any material reduction in the rate or amount of sales or purchases, as the case may be) a description its relationship with any Applicable Representation Entity. To the Knowledge of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 heretoSeller, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known involving customers or suppliers that can reasonably be expected to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in impair the conduct of the Businessbusiness of the Applicable Representation Entities after the Closing from manner in which such is currently being conducted.

Customers and Suppliers. Set (a) Section 4.20 of the Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a list of the names and addresses of the ten (10) largest customers (measured by dollar volume of sales to such customers, ) of the Company and the Company Subsidiaries (the “Top Customers”) and the ten (10) largest suppliers (measured by dollar volume of purchases from such suppliers) of the Company and the Company Subsidiaries (the “Top Suppliers”), for each of the twelve (12) month periods ended December 31, 2018 and 2019. (b) Since January 1, 2015, no Top Customer or salesTop Supplier has canceled, as terminated, materially and adversely modified or, to the case may be) Knowledge of the Company, made any threat to cancel, terminate or otherwise materially and adversely modify its relationship with or to materially decrease its services or supplies or its direct or indirect purchase or usage of the products or services of the Company and the percentage Company Subsidiaries. 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 Company’s Business Top Customers or Top Suppliers not to continue after the Closing Date in substantially the same manner as prior to the date of this Agreement. (c) Since January 1, 2015, there has been no substantial change (apart from normal price changes) in (i) the manner in which each such customer the Acquired Companies extend discounts, credits or supplier represents warranties to customers or represented during each of fiscal years 2008otherwise deal with customers, 2009, 2010 and 2011; (ii) a description the practices of the business arrangements (Acquired Companies of ordering supplies for purposes of honoring warranties with respect to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any businesses of the Company's products; Acquired Companies or (iii) a description the customary payment or collection cycles for, or the terms and conditions of, any payables or receivables or other debt of the business arrangements (businesses of the Acquired Companies and, to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business Knowledge of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations no change of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company kind is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businessexpected.

Customers and Suppliers. Set (a) Section 3.24(a) of the Disclosure Schedules sets forth a correct and complete list of the twenty-five (25) largest customers of the Company and its Subsidiaries (on a consolidated basis) in Schedule 4.21 hereto is terms of sales for the years ended December 31, 2011, 2012 and 2013 (collectively, the “Material Customers”), together with the Dollar amount of sales to each Material Customer for each such year. As of the date hereof, neither the Company nor any of its Subsidiaries (i) has received any written notice or, to the Sellers’ Knowledge, oral notice or, to the Sellers’ Knowledge, has any reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company or any of its Subsidiaries, (ii) is involved in any Action with any Material Customer or (iii) is involved in any other material Action with any of its customers that is not a Material Customer. (b) Section 3.24(b) of the Disclosure Schedules sets forth a correct and complete list of the names and addresses of the ten twenty-five (10) largest customers, and the ten (1025) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and its Subsidiaries (on a consolidated basis) in terms of purchases for the Seller involving customersyears ended December 31, suppliers or sales representatives which 2011, 2012 and 2013 (collectively, the “Material Suppliers”), together with the Dollar amount of purchases from each Material Supplier for each such year. As of the date hereof, neither the Company and nor any of its Subsidiaries (i) has received any written notice or, to the Seller can now reasonably foresee would Sellers’ Knowledge, oral notice or, to the Sellers’ Knowledge, has any reason to believe, that any of its Material Suppliers has ceased, or intends to cease after the Closing, to supply goods or services or to otherwise terminate or materially adversely affect the Business of reduce its relationship with the Company or prevent the Buyer from conducting the Business any of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may beits Subsidiaries, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (bii) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation is involved in any program of promotional allowances, cooperative advertising Action with any Material Suppliers or discounts (whether as the party providing or receiving such allowance or discount); (fiii) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated involved in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves material Action with any of its suppliers that is not a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessMaterial Supplier.

Customers and Suppliers. Set Section 2.26 of the AVS Disclosure Schedule sets forth in Schedule 4.21 hereto is (i) a true and complete list of the names and addresses of the ten largest suppliers (10and for each such supplier the dollar volume and percentage of total purchases of similar items from all suppliers of such item) largest customers, of products and services to AVS and the ten largest customers (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which for each such customer the dollar volume and percentage of total sales of AVS to all customers) of products and services of AVS during the 12 months ended December 31, 1998 and December 31, 1999, indicating any existing contractual arrangements for continued supply from or supplier represents or represented during to each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representativessuch firm. Except as set forth in Schedule 4.18 heretoSection 2.26 of the AVS Disclosure Schedule, there exists no actual or or, to the knowledge of AVS, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company AVS with any customer or group of customers which are listed in Section 2.26 of the AVS Disclosure Schedule 4.21 hereto, or whose purchases individually or in the aggregate which are otherwise material to the operations of the Business of the CompanyBusiness, or with any supplier or group or suppliers, of suppliers which are listed in Section 2.26 of the AVS Disclosure Schedule 4.21 hereto, or whose sales individually or in the aggregate which are otherwise material to the operations of the Business Business, and AVS has not received any report or other information from any employee, sales representative or other Person who reports to AVS on such matters in the ordinary course of business regarding the Company. Seller and the Company represents that there exists no existence of any present or future condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which (including the Company and consummation of the Seller can now reasonably foresee transactions contemplated in this Agreement) that would materially adversely affect the Business or the prospects of AVS or the Company Business or prevent the Buyer from conducting conduct of the Business of the Company after the consummation of the Transaction transactions contemplated in essentially this Agreement on substantially the same manner terms as the Business has been conducted. AVS has delivered to MUSE copies of all written Contracts or other arrangements and written summaries of any oral arrangements with the customers and suppliers listed in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee Section 2.26 of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the BusinessAVS Disclosure Schedule.

Customers and Suppliers. Set (a) Schedule 3.20(a)(i) attached hereto contains an accurate list of the top twenty-five (25) largest customers of the Company (ranked by dollar amount of revenue earned by the Company from such customers) showing the total dollar amount of revenue earned by the Company from each such customer for the calendar years ended 2022 and for the five (5) month period ended May 31, 2023 (each, a “Key Customer”). Except as set forth on Schedule 3.20(a)(ii), since January 1, 2022, no Key Customer has notified the Company that it intends to (including related to, arising from or in Schedule 4.21 hereto is connection with, any Pandemic Matters) (i) stop purchasing or significantly decrease the volume of purchases of Products/Services from the Company from levels existing prior to such notification, or (ii) seek to purchase the Products/Services from any other supplier or vendor. Since July 1, 2022, to the Company’s Knowledge, no Key Customer has requested in writing a material modification to the following terms of the Contract through which such Key Customer purchases Products/Services from the Company: (A) the prices at which such Key Customer purchases Products/Services from the Company, (B) the length of the term of such Contract, (C) the Company’s warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the Key Customer under such Contract. No Key Customer has provided written notice to the Company of such Key Customer being the subject of any bankruptcy or insolvency Proceeding. (b) Schedule 3.20(b) attached hereto contains an accurate list of the names and addresses of the ten (10) largest customers, and the top ten (10) largest suppliers (measured by dollar volume of purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during each of fiscal years 2008, 2009, 2010 and 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted (ranked by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold dollar amounts paid by the Company to such suppliers) showing the total dollar amount of purchases made by the Company from each such supplier for the calendar years ended 2022 and for the five (5) month period ended May 31, 2023 (each, a “Key Supplier”). Since January 1, 2022, no Key Supplier has notified the Company that it intends to (including related to, arising from, or in connection with, any Person is subordinated Pandemic Matters) stop supplying or significantly decrease the volume of supply of materials, products or services to the Company from levels existing prior to such notification. Since July 1, 2022, to the Company’s Knowledge, no Key Supplier has requested in right writing a material modification to the following terms of payment the Contract through which such Key Supplier supplies materials, products or services to any indebtedness the Company: (A) the prices at which such Key Supplier supplies materials, products or obligations services to the Company, (B) the length of the term of such Person or any other Person; or Contract, (hC) involves a requirements contract relating such Key Supplier’s warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the purchase Company under such Contract. No Key Supplier has provided written notice to the Company of such Key Supplier being the subject of any bankruptcy or sale of inventory, finished goods or other property used in the conduct of the Businessinsolvency Proceeding.

Customers and Suppliers. Set (a) Schedule 3.21(a) hereto sets forth in Schedule 4.21 hereto is (i) a true, complete and correct list of the names and addresses of the ten (10) largest customerscustomers (in terms of sales, by dollar volume) of (i) the Entities (taken as a whole) and of (ii) CS Sub (individually) during each of the years ended December 31, 2014 and December 31, 2015, together with the dollar amount of goods sold by such Entities to each such customer during each such period. Except as otherwise set forth in Schedule 3.21(a) hereto, the Entities maintain good relations with all customers listed or required to be listed in Schedule 3.21(a) hereto, and no such customer has canceled, terminated or provided notice or other indication (whether written or, to the Knowledge of Holding, oral) to any Entity to the effect that such customer will or intends to cancel or otherwise terminate its relationship with an Entity or decrease its purchase or rate of purchase of products, materials or services from the Entities. No Entity is involved in any material dispute with any customer. (b) Schedule 3.21(b) sets forth (i) the ten (10) largest suppliers (measured in terms of purchases, by dollar volume of purchases or sales, as the case may bevolume) of (i) the CompanyEntities (taken as a whole), (ii) CS Sub (individually) and (iii) the percentage top three (3) fragrance suppliers of the Company’s Business which each such customer or supplier represents or represented Entities (taken as a whole) during each of fiscal the years 2008ended December 31, 20092014 and December 31, 2010 and 2011; (ii) a description 2015, together with the dollar amount of goods purchased by the business arrangements (to the extent not reflected in any Contracts or Instruments Entities from each such supplier during each such period. Except as otherwise set forth in Schedule 4.18 hereto3.21(b) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual the Entities maintain good relations with all suppliers listed or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers required to be listed in Schedule 4.21 hereto3.21(b), and no supplier has canceled, terminated or whose purchases individually provided notice or in the aggregate are material other indication (whether written or, to the operations Knowledge of the Business of the CompanyHolding, or with oral) to any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material Entity to the operations effect that such suppler will or intends to cancel or otherwise terminate its relationship with an Entity or decrease its sale or rate of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any moneyproducts, or transfer of any property for such goods materials or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) requires payment by the Company for goods whether or not such goods are delivered; (c) restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation Entities. No Entity is involved in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that material dispute with any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, finished goods or other property used in the conduct of the Businesssupplier.