Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Products.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Section 3.21(a) largest customers of the Business (measured Company Disclosure Schedule contains a true, complete and accurate list, by aggregate ▇▇▇▇▇▇▇▇) percentage of total sales by the Company Group for each of (i) the calendar fiscal year ended on December 31, 2023 2020 and the period beginning January 1, 2021 and ending September 25, 2021, of the twenty (ii20) largest customers of the six (6) month period ended on June 30, 2024 Company Group measured by revenue received (each Person described in the foregoing clauses (i) and (ii), a “Material Company Significant Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 20232021, none except as set forth in Section 3.21(a) of the Material Parties have canceled Company Disclosure Schedule, there has not been any termination, cancellation or terminated or demanded a material reduction or change in the pricing business relationship, and there has been no material dispute between any of the Company Group or any of their respective Affiliates, on the one hand, and any Company Significant Customer, on the other terms hand, and the Company Group has not received any written, or to the Knowledge of Company, oral notice that any Company Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Business Company Group or notified Seller reduce its rate or amount of purchases from the Company Group. (b) Section 3.21(b) of the Company Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Company Group for each of the fiscal year ended December 31, 2020 and the period beginning January 1, 2021 and ending September 25, 2021, of the twenty (20) largest suppliers to the Company Group (each a “Company Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 3.21(b) of the Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Company Group or any of its Affiliates their respective Affiliates, on the one hand, and any Company Significant Supplier, on the other hand, and the Company Group has not received any written, or to the Knowledge of Company, oral notice that any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party Company Significant Supplier intends to terminateadversely change its terms, limit cease or reduce materially alter its business relationship with the BusinessCompany Group or reduce its rate or amount of sales to the Company Group. (c) All materials and products that are currently being, or materially reduce have been, distributed or change sold by the pricing Company Group, in each case, have been and are being, as applicable, distributed or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction sold in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance conformity in all material respects with all applicable Laws contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Company Group have received any written or, to the Knowledge of Company oral, notice of any allegation that any such material or product is defective or not in respect conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of the Productsbusiness.

Customers and Suppliers. Schedule 4.17 5.21 sets forth a list of (a) the five (5) largest a complete and correct list of customers of the Business accounting for five percent (measured by aggregate ▇▇▇▇▇▇▇▇5%) or more of the sales of the Business for each of (i) the calendar fiscal year ended on December 31, 2023 2019 and (ii) the six (6) month 6)-month period ended on June 30, 2024 2020 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerCustomers”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period ) and (b) the ten (10) largest a complete and correct list of suppliers, vendors, service providers or manufacturers for other similar business relations of the Business (measured by aggregate paymentsthe “Material Suppliers”) accounting for each five percent (5%) or more of the purchases of the Business for (i) the calendar fiscal year ended on December 31, 2023 2019 and (ii) the six (6) month 6)-month period ended on June 30, 2024 (2020, and sets forth opposite the name of each Person described in such Material Customer and Material Supplier the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customersapproximate dollar amount of net sales and/or amounts paid by Parent, the “Acquired Company or Asset Seller, as applicable, attributable to such Material Parties”), and in Customer or Material Supplier for each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 20232019, none (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Parties have canceled Supplier has provided any written notice to the effect that any such Material Supplier intends to or terminated or demanded a material reduction or change in the pricing or other terms of its shall cease doing business relationship with the Business or notified Seller intends to or any of its Affiliates of any intention shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to do either the Business (whether as a result of the foregoingconsummation of the transactions contemplated hereby or otherwise). Except as set forth on Schedule 4.17, neither Seller Neither the Acquired Company nor any of its Affiliates is engaged Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Party and, to Seller’s Knowledge, no Customer or Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsSupplier.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Section 5.14(a) largest customers of the Business (measured Parent Disclosure Schedule contains a true, complete and accurate list, by aggregate ▇▇▇▇▇▇▇▇) percentage of total sales by the Parent Group for each of (i) the calendar fiscal year ended on December 31, 2023 2020 and the nine (ii) the six (6) month 9)-month period ended on June September 30, 2024 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each Person described in the foregoing clauses (i) and (ii), a “Material Parent Significant Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 20232021, none except as set forth in Section 5.14(a) of the Material Parties have canceled Parent Disclosure Schedule, there has not been any termination, cancellation or terminated or demanded a material reduction or change in the pricing business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other terms hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Business Parent Group or notified Seller reduce its rate or amount of purchases from the Parent Group. (b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of its Affiliates their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party Parent Significant Supplier intends to terminateadversely change its terms, limit cease or reduce materially alter its business relationship with the BusinessParent Group or reduce its rate or amount of sales to the Parent Group. (c) All materials and products that are currently being, or materially reduce have been, distributed or change sold by the pricing Parent Group, in each case, have been and are being, as applicable, distributed or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction sold in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance conformity in all material respects with all applicable Laws contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in respect conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of the Productsbusiness.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 4.22(a) of the Wejo Disclosure Schedules lists the five (5) largest customers (by volume in dollars of sales to such customers) of Wejo and the Wejo Subsidiaries on a consolidated basis during (x) the twelve (12) month ended December 31, 2021, and (y) the nine (9) months ended September 30, 2022 (the “Wejo Material Customers”) and whether such revenues are annual or monthly recurring revenues. No Wejo Material Customer has (i) terminated its relationship with Wejo or any Wejo Subsidiary, (ii) reduced its business with Wejo or any Wejo Subsidiary or adversely modified its relationship with any of them, (iii) notified Wejo or any Wejo Subsidiary of its intention to take any such action and to the Knowledge of Wejo, no such Wejo Material Customer is contemplating such an action, or (iv) to the Knowledge of Wejo, become insolvent or subject to bankruptcy proceedings. (b) Section 4.22(b) of the Business Wejo Disclosure Schedules lists the five (5) largest suppliers and vendors (measured by aggregate ▇▇▇▇▇▇▇▇dollar volume of purchases) for each of Wejo and the Wejo Subsidiaries on a consolidated basis during (x) the twelve (12) month ended December 31, 2021, and (y) the nine (9) months ended September 30, 2022 (the “Wejo Material Suppliers”). No Wejo Material Supplier has (i) the calendar year ended on December 31terminated its relationship with Wejo or any Wejo Subsidiary, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of reduced its business with the Business. Neither Seller nor Wejo or any Wejo Subsidiary or adversely modified its relationship with any of its Affiliates has received any written them, (or, to Seller’s Knowledge, oraliii) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (notified Wejo or any components included therein). To Wejo Subsidiary of its intention to take any such action and to the Knowledge of SellerWejo, each no such Wejo Material Supplier is in compliance in all material respects with all applicable Laws in respect contemplating such an action, or (iv) to the Knowledge of the ProductsWejo, become insolvent or subject to bankruptcy proceedings.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 2.21(a) of the five (5) Seller Disclosure Letter lists the 10 largest customers of and the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) 10 largest suppliers relating to the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ ▇▇▇▇ Business for the twelve-month period ended December 27, 2003 and the 9-month period ended September 25, 2004, ranked by total sales or purchases, as applicable, during the relevant period, and sets forth opposite the name of each such customer or supplier the approximate percentage of net sales or purchases by the Companies or Subsidiaries attributable to such customer or supplier for each such period. No customer during such period and or supplier listed on Section 2.21(a) of the Seller Disclosure Letter has notified any Company or any Subsidiary in writing or, to the knowledge of Sellers, orally that it will stop or materially decrease the rate of business done with any of the Companies or Subsidiaries except for changes in the ordinary course of business of the Companies or Subsidiaries. No supplier listed on Section 2.21(a) of the Seller Disclosure Letter is a sole source of supply for any Company or Subsidiary. (b) Section 2.21(b) of the ten (10) largest suppliersSeller Disclosure Letter sets forth a true and complete list, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of the ten largest customer groups, of each discount, allowance, ▇▇▇▇-back price concession, volume incentive, rebate, deal or other customer or consumer trade promotion program, whether formal or informal, utilized by any of the Companies or Subsidiaries during the nine-month period ended September 25, 2004, and for each such item provides the amount of the total sales of the ▇▇▇▇▇▇ ▇▇▇▇ Business attributable to such item during each such period. For purposes of this Section 2.21, “customer group” means (i) the calendar year ended chain accounts (such customers who make purchases on December 31, 2023 an aggregated basis through headquarters accounts) and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsnational distributors.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Set forth on Schedule 2.15(a) are the five Company Group’s twenty (520) largest customers of the Business (measured customers, by aggregate ▇▇▇▇▇▇▇▇) dollar volume, for each of the following periods: (i) the calendar fiscal year ended on December 31, 2023 2019, and (ii) the six (6) month period ended beginning on June 30January 1, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”)2020, and in each caseending on July 31, 2020, and set forth opposite the dollar volume name of such ▇▇▇▇▇▇▇▇ for each such customer during is the dollar amount of sales attributable to such period and customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesSpecified Customers”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.172.15(a), neither Seller nor none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its Affiliates customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement. (b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any Material Party andsuch vendor, to Seller’s Knowledge, no Material Party nor has such vendor notified the Company Group in writing that it intends to terminate, limit terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any Company Group as a result of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productstransactions contemplated by this Agreement.

Customers and Suppliers. (i) Section 3(t)(i) of the Disclosure Schedule 4.17 sets forth a list the names of (a) the five (5) ten largest customers of the Business (Division measured by aggregate ▇▇▇▇▇▇▇▇) dollar value for each of (i) the twelve calendar year months ended on December 31, 2023 2006 and (ii) the six (6) month period ended on June 30, 2024 (each Person described total sales in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ dollars for each such customer during such period from January 1, 2007 through June 30, 2007 (collectively, the “Top Customers”). As of the date of this Agreement, (A) none of the customers listed on Section 3(t)(i) of the Disclosure Schedule has, since January 1, 2007, notified any Solo Party in writing that it is (x) canceling or terminating its relationship with the Division, (y) materially and adversely modifying its relationship with the Division or (z) materially limiting its purchases from the Division and (bB) there are no material disputes pending between any Solo Party, on the one hand, and any customer listed on Section 3(t)(i) of the Disclosure Schedule, on the other hand. (ii) Section 3(t)(ii) of the Disclosure Schedule sets forth the names of the ten (10) largest suppliers, vendors, service providers or manufacturers suppliers of the Division measured by dollar value for the Business (measured by aggregate payments) for each of (i) the twelve calendar year months ended on December 31, 2023 and 2006 (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesTop Suppliers”). As of the date of this Agreement, and in each case(A) none of the suppliers listed on Section 3(t)(ii) of the Disclosure Schedule has, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since since January 1, 20232007, none of the Material Parties have canceled notified any Solo Party in writing that it is (x) canceling or terminated or demanded a material reduction or change in the pricing or other terms of terminating its business relationship with the Business or notified Seller or any of Division, (y) materially and adversely modifying its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the BusinessDivision or (z) materially limiting its sales to the Division and (B) there are no material disputes pending between any Solo Party, or materially reduce or change on the pricing or other terms of its business with the Business. Neither Seller nor one hand, and any of its Affiliates has received any written (or, to Seller’s Knowledge, oralsupplier listed on Section 3(t)(ii) notice of (i) any planned or contemplated full or partial de-listing of any of the Products Disclosure Schedule, on the other hand. (including any reduction in store countiii) or (ii) any Material Supplier being out of stock, or unable to supply any, The written agreements between one of the Products (or any components included therein). To Solo Parties, on the Knowledge of Sellerone hand, each Material Supplier is in compliance in all material respects with all applicable Laws in respect and one of the ProductsTop Customers or Top Suppliers, on the other hand, are collectively referred to as the “Customer and Supplier Agreements.”

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17in Section 4.23(a) of the Company Disclosure Schedule, neither Seller the Company nor any of its Affiliates is engaged in Subsidiary has received notice from any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Businesscustomer, or materially reduce group of customers that are under common ownership or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (orcontrol, to Seller’s Knowledge, oral) notice of that (i) accounted for at least $250,000 (or with respect to any planned customer, or contemplated full group of customers that are under common ownership or partial de-listing control, that is a party to any Costs of any Services Contract, $1,000,000) of the Products (including any reduction aggregate products and services furnished by the Company and the Subsidiaries in store count) fiscal year 2002 or (ii) that is expected to account for at least $250,000 (or with respect to any Material Supplier being out of stockcustomer, or unable group of customers that are under common ownership or control, that is a party to supply anyany Costs of Services Contract, $1,000,000) of the Products aggregate products and services to be furnished by the Company and the Subsidiaries in fiscal year 2003, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has materially reduced or will materially reduce purchases of, or has sought or is seeking to materially reduce the price it will pay for, the Company's or a Subsidiary's products or services, nor has the Company or a Subsidiary received notice from any components included therein). To the Knowledge supplier, or group of Sellersuppliers that are under common ownership or control, each Material Supplier that (x) accounted for at least $250,000 (or with respect to any supplier, or group of suppliers that are under common ownership or control, that is in compliance in all material respects with all applicable Laws in respect a party to any Costs of Services Contract, $1,000,000) of the Productsaggregate goods and services purchased by the Company in fiscal year 2002 or (y) that is expected to account for at least $250,000 (or with respect to any supplier, or group of suppliers that are under common ownership or control, that is a party to any Costs of Services Contract, $1,000,000) of the aggregate goods and services purchased by the Company and the Subsidiaries in fiscal year 2003, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to the Company, or has materially reduced or will materially reduce the supply of, or has sought or is seeking to materially increase the price it charges for, goods or services supplied to the Company or a Subsidiary. (b) Except as set forth in Section 4.23(b) of the Company Disclosure Schedule, and except for requests for call detail records for billing purposes, neither the Company nor any of the Subsidiaries is currently involved in any dispute with, or has received any notice of an intention to dispute 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 the Company or any of the Subsidiaries does business (i) which involves an aggregate amount in excess of $250,000 in fiscal year 2002 or (ii) is expected to involve an aggregate amount in excess of $250,000 in fiscal year 2003, relating to any transactions or commitments made, or any contracts or agreements entered into, by the Company or any Subsidiary, on one hand, and such Person, on the other hand.

Customers and Suppliers. Schedule 4.17 (a) Section 4.25(a) of the Company Disclosure Letter sets forth a complete and correct list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each names of (i) the calendar year ended on customers (with Affiliated customer groups being aggregated as one customer for such purpose) which contribute an aggregate amount of $500,000 or greater to the Company’s revenue for the twelve (12)-month period ending December 31, 2022 and the twelve (12)-month period ending December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each such Person described in listed or required to be listed on Section 4.25(a) of the foregoing clauses (i) and (ii)Company Disclosure Letter, a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (bii) the ten suppliers or vendors (10with Affiliated supplier or vendor groups being aggregated as one supplier or vendor for such purpose) largest suppliers, vendors, service providers or manufacturers to which the Company makes aggregate payments in excess of $250,000 for the Business twelve (measured by aggregate payments) for each of 12)-month period ending December 31, 2022 and the twelve (i) the calendar year ended on 12)-month period ending December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each such Person described in listed or required to be listed on Section 4.25(a) of the foregoing clauses (i) and (ii)Company Disclosure Letter, a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. . (b) Except as set forth on Schedule 4.17in Section 4.25(b) of the Company Disclosure Letter, neither Seller nor (i) no Material Customer or Material Supplier within the last twelve (12) months has cancelled or otherwise terminated, or, to the knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Material Customer or Material Supplier has during the last twelve (12) months decreased materially or, to the knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its Affiliates is material relationships with the Company or stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the knowledge of the Company, no Material Customer or Material Supplier intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, (iv) the Company has not within the past two (2) years been engaged in any material dispute with any Material Party andCustomer or Material Supplier, and (v) to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any knowledge of the Products (including any reduction Company, the consummation of the transactions contemplated in store count) or (ii) this Agreement and the Ancillary Agreements will not adversely affect the relationship of the Company with any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsSupplier.

Customers and Suppliers. (a) Schedule 4.17 3.11(a) sets forth a complete list of (a) the five (5) ten largest customers of the Business Entities (measured by or in the case of customer Contracts that will be transferred to the Business at Closing, Sellers or their respective Affiliates) determined on the basis of the aggregate ▇▇▇▇▇▇▇▇amount paid to the Business Entities (or in the case of customer Contracts that will be transferred to the Business at Closing, Sellers or their respective Affiliates) for each goods or services in the twelve-month period ended June 30, 2013 (each, a “Key Customer”). (b) Schedule 3.11(b) sets forth a complete list of the eight largest suppliers of the Business Entities (or in the case of supplier Contracts that will be transferred to the Business at Closing, Sellers or their respective Affiliates) determined on the basis of the aggregate amount paid by the Business Entities (or in the case of supplier Contracts that will be transferred to the Business at Closing, Sellers or their respective Affiliates) for goods or services in the twelve-month period ended June 30, 2013 (each, a “Key Supplier”). (i) No Key Customer or Key Supplier has terminated its relationship, or materially reduced its business, with the calendar year ended on applicable Business Entity or Seller or its Affiliate since December 3129, 2023 and 2012, (ii) the six (6) month period ended on June 30to Sellers’ knowledge, 2024 (each Person described in the foregoing clauses (i) and (ii)no Key Customer or Key Supplier intends to terminate or materially reduce, a “Material Customer”), and in each caseor has notified Sellers, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller Entities or any of its their respective Affiliates of any intention that they intend to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of of, its business with the Business. Neither Seller nor Business Entities or Sellers or their respective Affiliates, and (iii) there have not been in the past three years, and there are not, any of its Affiliates has received material disputes with any written (or, to Seller’s Knowledge, oral) notice of (i) any planned Key Customer or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsKey Supplier.

Customers and Suppliers. (a) Section 4.14(a) of the Seller Disclosure Schedule 4.17 sets forth a true, complete and correct list each of the top 10 third-party customers (aby revenue) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) during the calendar year ended on December 31, 2023 and (ii) the six (6) nine-month period ended on June September 30, 2024 2023 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”), and together with (i) the revenues in each case, connection with the dollar volume of such ▇▇▇▇▇▇▇▇ for Business received from each such customer Material Customer, (ii) the amount for which each such Material Customer was invoiced during such period and (iii) the percentage of the total sales of the Business represented by sales to each Material Customer during such period, in each case, as determined in accordance with Seller’s accounting practices, policies and systems (and, in each case, excluding allocations of shared revenues which have otherwise been included in the Business Financial Information). (b) Section 4.14(b) of the ten Seller Disclosure Schedule sets forth a true, complete and correct list each of the top 10 third party suppliers (10by spend) largest suppliers, vendors, service providers or manufacturers of the Business for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) nine-month period ended on June September 30, 2024 2023 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Supplier,” and ”), together with the dollar volume of purchases paid to each such Material CustomersSupplier in connection with the Business, the “Material Parties”), and in each case, the dollar volume of as determined in accordance with Seller’s purchases from each such supplieraccounting practices, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified policies and systems. (c) Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has not received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stocknotice, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each any oral statement, from any Material Customer or Material Supplier is in compliance in all material respects with all applicable Laws in respect that any such Material Customer or Material Supplier will not continue as a customer or supplier of the ProductsBusiness after the Closing; or that it intends to otherwise modify in any material respect its business relationship with Seller or its Subsidiaries, as it relates to the Business.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Except as set forth in Section 3.27(a) of the five Disclosure Letter, neither the Company nor any of its Subsidiaries (5i) is involved in any material claim, dispute or controversy with any of the ten (10) largest customers for each of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) Units for each of (i) the calendar fiscal year ended on December 312006 and, 2023 and (ii) if different, the six (6) six-month period ended on June 30, 2024 2007 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”), (ii) is involved in any material claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or (iii) has received any notice from or on behalf of any Material Customer, or prime contractor to any Material Customer alleging any material non-performance by the Company or any of its Subsidiaries under any contract, or any act or omission that would reasonably be expected to give rise to a right of termination or material reduction in each casepurchases under any Material Contract, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and which has not been resolved. (b) With respect to the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) suppliers for each of (i) the calendar Business Units for the fiscal year ended on December 312006 and, 2023 and (ii) if different, the six (6) six-month period ended on June 30, 2024 2007 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none except as set forth on Section 3.27(b) of the Disclosure Letter, (i) each Material Parties have canceled or terminated or demanded Supplier continues to be a material reduction or change in supplier to the pricing or other terms of Company and/or its Subsidiaries, (ii) no Material Supplier has materially reduced its business with the Company and the Subsidiaries or, to the Knowledge of the Company has indicated in writing that it intends to materially reduce its business with the Company or any Subsidiary, (iii) no Material Supplier has terminated its relationship with the Business Company or notified Seller the business of the Company or, to the Knowledge of the Company, has threatened in writing to do so, and (iv) the Company is not involved in any material claim, dispute or controversy with any Material Supplier. Except as set forth in Section 3.27(b) of the Disclosure Letter, the Company is not involved in any material claim, dispute or controversy with any of its Affiliates of any intention other suppliers that, individually or in the aggregate, would reasonably be anticipated to do either of be material to the foregoingCompany and its Subsidiaries taken as a whole, which has not been resolved. Except as set forth on Schedule 4.17, neither Seller nor any Section 3.27(b) of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledgethe Disclosure Letter, no Material Party intends supplier to terminate, limit or reduce its business relationship with the Business, or materially reduce or change Company represents a sole source of supply for goods and services used in the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any conduct of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, business of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsCompany.

Customers and Suppliers. Schedule 4.17 The Company does not have any customers for the Company’s fiscal year ending December 31, 2022, and for the trailing three (3)-month period ending March 31, 2023, and there are no sales by the Company. Section 3.23 of the Company Disclosure Schedules sets forth (a) a list of (a) the Company’s top five (5) largest customers suppliers and vendors of goods and services to the Business (measured by aggregate ▇▇▇▇▇▇▇▇) Company based on amounts paid for each of (i) goods or services for the calendar Company’s fiscal year ended on ending December 31, 2023 2022, and for the trailing three (3)-month period ending March 31, 2023, and the approximate total purchases by the Company from each such material supplier, during each such period, (b) any sole source supplier of any goods or services of the Company, other than any sole source supplier providing goods or services for which the Company can readily obtain a replacement supplier without a material increase in the cost of supply and (iic) any manufacturer of any goods of the six (6) month period ended on June 30Company, 2024 other than any manufacturer manufacturing or producing goods for which the Company can readily obtain a replacement manufacturer without a material increase in the cost of supply (each Person described such supplier listed in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (iia)-(c), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each . No such supplier, vendor or manufacturer for such period. Since January 1, 2023, none Material Supplier listed on Section 3.23 of the Material Parties have canceled or Company Disclosure Schedules, has (i) terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either the Company, (ii) as of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party anddate hereof, to Seller’s Knowledgethe Knowledge of the Company, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of reduced its business with the Business. Neither Seller nor any Company or materially and adversely modified its relationship with the Company, (iii) as of its Affiliates has received any written (orthe date hereof, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Sellerthe Company, each notified the Company of its intention to take any such action and, to the Knowledge of the Company, no such Material Supplier is in compliance in all material respects with all applicable Laws in respect contemplating such action or (iv) to the Knowledge of the ProductsCompany, become insolvent or subject to bankruptcy proceedings.

Customers and Suppliers. Section 4.25 of the Disclosure Schedule 4.17 sets forth forth, for each of the fiscal years ended December 31, 2004 and December 31, 2005 and for the five-month periods ended May 31, 2005 and May 31, 2006, (a) a list of (a) the five (5) largest top twenty customers of the Business Target and its Subsidiaries (measured on a consolidated basis) (by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of sales to such ▇▇▇▇▇▇▇▇ for each such customer during such period customers) and (b) a list of the top ten suppliers of Target and its Subsidiaries (10on a consolidated basis) largest (by volume of purchases from such suppliers), vendorsand, service providers or manufacturers with respect to such customers, the committed volume of services to be provided to such customers for the Business (measured by aggregate payments) for each of (i) the calendar fiscal year ended on ending December 31, 2023 and (ii) 2006. None of Parent or Seller have any Knowledge that Parent, Seller, Target or any of their respective Subsidiaries have received any notice from any customer identified or required to be identified on Section 4.25 of the six (6) Disclosure Schedule with respect to the five-month period ended on June 30May 31, 2024 2006 or from any agent or representative of any such customer, to the effect that such customer will stop, materially decrease the rate of, or materially change the terms (each Person described in the foregoing clauses (iwhether related to payment, price or otherwise) and (ii)with respect to, a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases purchasing services from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller Target or any of its Affiliates Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise). None of Parent or Seller have any Knowledge that Parent, Seller, Target or any of their respective Subsidiaries have received any notice from any supplier identified or required to be identified on Section 4.25 of the Disclosure Schedule with respect to the five-month period ended May 31, 2006 or from any agent or representative of any intention such supplier to do either of the foregoing. Except as set forth on Schedule 4.17effect that such supplier will stop, neither Seller nor materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to Target or any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written Subsidiaries (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any whether as a result of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, consummation of the Products (transactions contemplated hereby or any components included thereinotherwise). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Products.

Customers and Suppliers. (i) Schedule 4.17 3.1(n)(i) sets forth a list of (a) the five (5) largest all customers that accounted for 3% or more of the revenues of the Seller in connection with the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year years ended on December 31, 2023 2002 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and 2003 (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.173.1(n)(i), neither Seller nor any (i) all Material Customers continue to be customers of its Affiliates is engaged in any material dispute with any Material Party the Business and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with other than fluctuations in the Ordinary Course of Business, or none of the Material Customers has reduced materially reduce or change the pricing or other terms of its business with the Business from the levels achieved during the year ended December 31, 2003, and the Seller does not have any knowledge that any such reduction will occur; (ii) no Material Customer has terminated its relationship with the Seller or has threatened to do so; (iii) the Seller is not involved in any claim, dispute or controversy with any Material Customer relating to the Business; and (iv) the Seller is not involved in any claim, dispute or controversy relating to the Business with any other customers of the Business that, individually or in the aggregate, would reasonably be anticipated to have a Material Adverse Effect. (ii) Schedule 3.1(n)(ii) sets forth the 10 largest suppliers, based on the dollar amount of purchases, of the Seller in connection with the Business for each of the years ended December 31, 2002 and December 31, 2003 (“Material Suppliers”). Neither Except as set forth on Schedule 3.1(n)(ii), (i) all Material Suppliers continue to be suppliers of the Business and, other than fluctuations in the Ordinary Course of Business, none of the Material Suppliers has reduced materially its business with the Business from the levels achieved during the year ended December 31, 2003, and the Seller nor does not have any knowledge that any such reduction will occur; (ii) no Material Supplier has terminated its relationship with the Seller or has threatened to do so; (iii) the Seller is not involved in any claim, dispute or controversy with any Material Supplier relating to the Business; and (iv) the Seller is not involved in any claim, dispute or controversy with any of its Affiliates has received any written (orother suppliers relating to the Business that, individually or in the aggregate, could reasonably be anticipated to Seller’s Knowledgehave a Material Adverse Effect. Except as set forth on Schedule 3.1(n)(ii), oral) notice no supplier to the Business represents a sole source of (i) any planned or contemplated full or partial de-listing of any supply for goods and services used in the conduct of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsBusiness.

Customers and Suppliers. (a) Schedule 4.17 5.19(a) sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest supplierscustomers and the ten (10) largest suppliers of the Company and its Subsidiaries, vendorstaken as a whole, service providers as measured by the dollar amount of purchases therefrom or manufacturers thereby, for the Business Company’s 2021 fiscal year and for the first nine (measured 9) months of the Company’s 2022 fiscal year, showing the approximate total transaction amount by aggregate payments) for the Company or its Subsidiaries to each of (i) such customer and the calendar year ended on December 31, 2023 and (ii) approximate total transaction amount by the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases Company or its Subsidiaries from each such supplier, vendor or manufacturer for during each such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded each on a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or consolidated bases. (b) The Company has not received written notice that any of its Affiliates of any intention to do either of the foregoing. Except as customer set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party 5.19(a) will and, to Seller’s Knowledgethe knowledge of the Company, there is no Material Party intends reason to terminatebelieve that any such customer will: (i) cease using the products, limit or subscribing to the services of, the Company and its Subsidiaries, (ii) reduce its substantially the amount of business relationship it does with the BusinessCompany or its Subsidiaries, or materially reduce or (iii) change the pricing or other terms of its on which it is prepared to do business with the BusinessCompany and its Subsidiaries. Neither Seller nor There has been no material dispute or controversy between the Company, on the one hand, and any of its Affiliates such customer, on the other hand. (c) The Company has not received written notice that any written (orsupplier set forth on Schedule 5.19(a) will and, to Seller’s Knowledgethe knowledge of the Company, oral) notice of there is no reason to believe that any such supplier will: (i) any planned cease selling to, or contemplated full or partial de-listing of any of trading with, the Products (including any reduction in store count) or Company and its Subsidiaries, (ii) change the terms on which it is prepared to sell to or trade with the Company and its Subsidiaries or (iii) become insolvent or subject to bankruptcy Proceedings. There has been no material dispute or controversy between the Company, on the one hand, and any Material Supplier being out of stocksuch supplier, or unable to supply any, of on the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsother hand.

Customers and Suppliers. (a) Customers. Schedule 4.17 sets forth a list of 3.2.19(a) lists (a) the five names and addresses of each customer (5) largest customers including Affiliates of the Business (measured by Sellers) that ordered products or services from the Company Group, individually or in the aggregate, with an aggregate ▇▇▇▇▇▇▇▇) for each purchase price of (i) $500,000 or more during the calendar year 12-month period ended on December 31, 2023 2007 and (iib) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume amount of such ▇▇▇▇▇▇▇▇ for purchases by each such customer during such period. To the Knowledge of the Sellers, as of the date hereof, no significant customer (i) has materially reduced or will materially reduce, the use of products or services of the Company Group, or (ii) is seeking to materially reduce, except in the ordinary course of business consistent with the past experience of the Company Group, the price it will pay for products or services of the Company Group. As of the date hereof, neither the Sellers nor any member of the Company Group has received any written notice of any such reduction. (b) Suppliers. Schedule 3.2.19(b) lists (a) the names and addresses of each supplier (including any Affiliates of the Sellers) from which the Company Group, individually or in the aggregate, ordered raw materials, supplies or other products or services with an aggregate purchase price of $500,000 or more during the twelve-month period ended December 31, 2007 and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each amount of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor supplier or manufacturer for products or services provider during such period. Since January 1December 31, 20232007 until the date hereof, none of the Material Parties have canceled or terminated or demanded a there has not been any material reduction or adverse change in the pricing terms and conditions of sale of such raw materials, supplies or other terms of its business relationship with the Business products or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party services and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Sellerthe Sellers, each Material Supplier is in compliance in all material respects with all applicable Laws in respect as of the Productsdate hereof, there will not be any such change (other than general and customary price increases) after the Closing Date including as a result of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby or thereby.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule 4.18(a)(i) sets forth the five top twenty (520) largest customers of the Company and its Subsidiaries with respect to the Business (measured by aggregate ▇▇▇▇▇▇▇▇on a consolidated basis, and determined on the basis of the total dollar amount of sales to such customers) for each of (i) the calendar year ended on December 31, 2023 2018 and for the period between January 1, 2019 and March 31, 2019 (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerCustomers”), and in and, opposite the name of each caseMaterial Customer, the dollar volume amount of revenues from such ▇▇▇▇▇▇▇▇ for each such customer Material Customer with respect to the Business during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoingperiods. Except as set forth on Schedule 4.174.18(a)(ii), (i) all Material Customers continue to be customers of the Company and its Subsidiaries and none of such Material Customers has materially reduced, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice from any Material Customer indicating that such Material Customer will materially reduce its business with the Company or any of its Subsidiaries with respect to the Business from the levels achieved during the year ended December 31, 2018, (ii) no Material Customer has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice that any Material Customer intends to do so, (iii) neither Seller the Company nor any of its Affiliates Subsidiaries is engaged involved in any material claim, dispute or controversy with any Material Party Customer and (iv) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any of its other customers. (b) Schedule 4.18(b)(i) sets forth the top twenty (20) suppliers of the Company and its Subsidiaries with respect to the Business (on a consolidated basis, and determined on the basis of the total dollar amount of purchases from such suppliers) for the year ended December 31 2018 and for the period between January 1, 2019 and March 31, 2019 (“Material Suppliers”), and, opposite the name of each Material Supplier, the dollar amount of purchases from such Material Supplier with respect to Seller’s Knowledgethe Business during such periods. Except as set forth on Schedule 4.18(b)(ii), no (i) all Material Party intends Suppliers continue to terminatebe suppliers of the Company and its Subsidiaries and none of such Material Suppliers has materially reduced, limit nor has the Company or reduce any of its business relationship with the BusinessSubsidiaries received written, or to the knowledge of the Company, oral notice from any Material Supplier indicating that such Material Supplier will materially reduce or change the pricing or other terms of its business with the Business. Neither Seller Company or any of its Subsidiaries from the levels achieved during the year ended December 31, 2018, (ii) no Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice that any Material Supplier intends to do so, (iii) neither the Company nor any of its Affiliates has received Subsidiaries is involved in any written (ormaterial claim, to Seller’s Knowledge, oral) notice of (i) any planned dispute or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) controversy with any Material Supplier being out and (iv) neither the Company nor any of stockits Subsidiaries is involved in any material claim, dispute or unable to supply any, controversy with any of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsits other suppliers.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Set forth in Section 4.8(a) of the five (5) Disclosure Schedule is a complete and accurate list of the 15 largest customers of Phoenix and its Subsidiaries, taken as a whole, by revenue for the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 2006 and (ii) for the six (6) eleven-month period ended on June November 30, 2024 2007 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesTop Customers”), and in each case, . As of the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023date hereof, none of the Material Parties have canceled or terminated or demanded a material reduction or change in 15 Top Customers for the pricing or other terms eleven-month period ended November 30, 2007 has given written or, to the Knowledge of its business relationship with the Business or notified Seller Company, oral, notice, to Phoenix or any of its Affiliates that any such Top Customer intends to materially reduce its purchases of goods or services from Phoenix or any intention to do either of its Subsidiaries, or materially adversely modify the terms of the foregoingrelationship, whether or not as a result of the transactions contemplated by this Agreement. Except Since December 31, 2006 none of Phoenix or any of its Subsidiaries has had any material disputes with, and no material claims have been made against Phoenix, any of its Subsidiaries or the Business by, any Top Customer. (b) Set forth in Section 4.8(b) of the Disclosure Schedule is a complete and accurate list of the 15 largest suppliers of Phoenix and its Subsidiaries, taken as set a whole, by expense for the year ended December 31, 2006 and for the eleven-month period ended November 30, 2007 (collectively, the “Top Suppliers”). Since December 31, 2006 none of Phoenix or any of its Subsidiaries has had any material disputes with, and no material claims have been made against Phoenix, its Subsidiaries or the Business by, any Top Supplier. As of the date hereof, none of the Top Suppliers for the eleven-month period ended November 30, 2007 has given written or, to the Knowledge of the Company, oral, notice, to Phoenix or any of its Affiliates that any such Top Supplier intends to materially reduce its sale of goods or services to Phoenix or any of its Subsidiaries, or intends to modify, or has modified the terms of the relationship in any material respect (for purposes of this representation, any modification to price or terms shall be deemed a material modification). (c) Section 4.8(c) of the Disclosure Schedule sets forth on Schedule 4.17a true, neither Seller complete and correct list, as of January 31, 2008, of all titles of books (“Titles”) awarded to Phoenix and its Subsidiaries, by the customers listed thereon, for production during the calendar year commencing January 1, 2008. Neither Phoenix nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates Subsidiaries has received any written (written, or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Sellerthe Company, each Material Supplier oral, notice, from any of their customers regarding their intent to, or their attempt or threat to, cancel or otherwise terminate any award relating to such Titles. The Company is in compliance in all material respects with all applicable Laws in respect not aware of the Productsany existing or anticipated changes in, or modifications to, awards relating to Titles.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule 5.21(a) sets forth the five (5) largest top ten customers of the Business Company and its Subsidiaries on a consolidated basis (measured by aggregate ▇▇▇▇▇▇▇▇based on the dollar amount of sales to such customers) for each of (i) the calendar year years ended on December 31, 2023 2012 and (ii) December 31, 2013 and for the six (6) 9-month period ended on June September 30, 2024 2014 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material PartiesCustomers”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.175.21(a), (i) all Material Customers continue to be customers of the Company or any of its Subsidiaries and none of such Material Customers has reduced materially its business with the Company or any of its Subsidiaries from the levels achieved during the year ended December 31, 2013, and, to the Knowledge of the Members, no such reduction will occur; (ii) no Material Customer has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received notice that any Material Customer intends to do so; (iii) neither Seller the Company nor any of its Affiliates Subsidiaries is engaged involved in any material claim, dispute or controversy with any Material Party andCustomer; and (iv) neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to Seller’s Knowledgehave a Material Adverse Effect. (b) Schedule 5.21(b) sets forth the top ten suppliers of the Company and its Subsidiaries on a consolidated basis (based on the dollar amount of purchases from such suppliers) for each of the years ended December 31, no 2012 and December 31, 2013, and for the 9-month period ended September 30, 2014 (“Material Party intends Suppliers”). Except as set forth on Schedule 5.21(b), (i) all Material Suppliers continue to terminate, limit be suppliers of the Company or reduce its business relationship with the Business, or Subsidiaries and none of such Material Suppliers has reduced materially reduce or change the pricing or other terms of its business with the Business. Neither Seller Company or any of its Subsidiaries from the levels achieved during the year ended December 31, 2013, and, to the Knowledge of the Members, no such reduction will occur; (ii) no Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received notice that any Material Supplier intends to do so; (iii) neither the Company nor any of its Affiliates has received Subsidiaries is involved in any written claim, dispute or controversy with any Material Supplier; and (or, to Seller’s Knowledge, oraliv) notice of (i) any planned or contemplated full or partial de-listing of neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other suppliers that, individually or in the Products (including aggregate, could reasonably be anticipated to have a Material Adverse Effect. No supplier to the Company or any reduction of its Subsidiaries represents a sole source of supply for goods and services used in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, the conduct of the Products (Company’s or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsits Subsidiaries’ business.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 2.20 of the five CSI Disclosure Statement lists the names of the twenty (520) largest customers of AFW to whom AFW made the Business (measured by most sales during 1994 and the aggregate ▇▇▇▇▇▇▇▇) for revenues attributable to each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”)such year, and in each case, of the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer twenty (20) suppliers and vendors from whom AFW made the most purchases during such period and the aggregate expenditures attributable to each in such year. (b) No customer or customers that in the ten (10) largest suppliers, vendors, service providers or manufacturers aggregate accounted for more than 5% of the Business (measured by aggregate payments) for each sales of (i) the calendar year ended on any Acquired Company since December 31, 2023 and 1992 have terminated or materially reduced or have given notice that they intend to terminate or materially reduce, the amount of business done with any Acquired Company. No supplier or suppliers or vendor or vendors that accounted for more than 1% of the purchases of any Acquired Company since December 31, 1992 have terminated or materially reduced or have given notice that they intend to terminate or materially reduce, the amount of business done with any Acquired Company. No Acquired Company is aware of any such intention on the part of any such customer, supplier or vendor, whether or not in connection with the transactions contemplated hereunder. (iic) the six (6) month period ended on June 30, 2024 (each Person Except as described in Section 2.20(c) of the foregoing clauses (i) and (ii)CSI Disclosure Statement, a “Material Supplier,” and together with the Material Customers, the “Material Parties”)there are no, and in each caseduring the last four years there have not been any, disputes or controversies between any Acquired Company and any customer or supplier or any other Person regarding the dollar volume quality, merchantability or safety of, or involving a claim of Seller’s purchases from each breach of warranty which has not been fully resolved with respect to, or defect in, any product purchased, manufactured or sold by such supplier, vendor or manufacturer for such periodAcquired Company. Since January 1, 2023, none To the knowledge of the Material Parties have canceled or terminated or demanded a material reduction or change in Acquired Companies, each Acquired Company enjoys good working relationships under all arrangements and agreements with customers and suppliers necessary to the pricing or other terms normal operation of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoingbusinesses. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged described in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oralSection 2.20(c) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out CSI Disclosure Statement, alternative sources of stocksupply, or unable to supply anyon substantially similar terms and conditions, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in exist for all material respects with all applicable Laws in respect of the Productsgoods or services purchased by or supplied to any Acquired Company.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 4.18(a) of the five Disclosure Schedules sets forth (5i) largest the top 10 customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) calculated based on sales to such customers during the calendar year ended on December 3112 months ending April 30, 2023 and 2022, (ii) each customer that accounts for more than five percent (5%) of the six (6) consolidated gross revenues of the Business during the 12-month period ended on June April 30, 2024 2022 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”)) and (iii) the amounts paid by such Material Customers to the Business during the 12 months immediately preceding the date hereof. Except as set forth in Section 4.18(a) of the Disclosure Schedules, no Material Customer has canceled or otherwise terminated, or materially reduced, or made any threat in writing (or, to the Knowledge of Seller, orally) to Seller to cancel or otherwise terminate, or materially reduce, its relationship with Seller and in each case, (ii) this Agreement and the dollar volume Transaction Documents and the consummation of such ▇▇▇▇▇▇▇▇ for each such customer during such period the transactions contemplated hereby and thereby will not materially and adversely affect the relationship of Buyer with any Material Customer. (b) Section 4.18(b) of the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of Disclosure Schedules sets forth (i) the calendar year ended top 10 suppliers of the Business (calculated based on December 31purchases from such suppliers during the 12 months immediately preceding the date hereof) (each, 2023 a “Material Supplier”) and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “amounts paid to such Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with Suppliers by the Business or notified Seller or any of its Affiliates of any intention to do either of during the foregoing12 months immediately preceding the date hereof. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, Section 4.18(b) no Material Party intends to terminate, limit Supplier has canceled or reduce its business relationship with the Businessotherwise terminated, or materially reduce reduced, or change the pricing or other terms of its business with the Business. Neither Seller nor made any of its Affiliates has received any written threat in writing (or, to the Knowledge of Seller’s Knowledge, oralorally) notice of (i) any planned to Seller to cancel or contemplated full otherwise terminate, or partial de-listing of any of the Products (including any reduction in store count) or materially reduce, its relationship with Seller and (ii) this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not materially and adversely affect the relationship of Buyer with any Material Supplier being out of stock, or unable to supply any, of the Products Suppler. (or any components included therein). c) To the Knowledge of Seller, each Material Supplier is there has not been a material decrease in compliance in all material respects with all applicable Laws in respect any business activity between the Persons listed on Section 4.18(c) of the ProductsDisclosure Schedules.

Customers and Suppliers. (a) Section 4.19(a) of the Company Disclosure Schedule 4.17 sets forth a list of each customer that accounted for revenues to the Company and its subsidiaries in the aggregate of more than one hundred thousand dollars (a$100,000) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) during the six (6) month period months ended on June 30, 2024 2003 (each Person described in the foregoing clauses (i) and (iia "MAJOR CUSTOMER"), a “Material Customer”), and together with in each case, case the dollar volume amount of such ▇▇▇▇▇▇▇▇ for revenues generated from each such customer Major Customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17in Section 4.19(a) of the Company Disclosure Schedule, neither Seller the Company nor any of its Affiliates subsidiaries is engaged in any material dispute with any Material Party andMajor Customer, and no Major Customer has provided the Company with written notice of termination of such Major Customer's business relationship with the Company or any of its subsidiaries. Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to Seller’s Knowledgethe knowledge of the Company, no Material Party Major Customer intends to terminate, materially limit or reduce its business relationship relations with the Business, Company or materially reduce or change the pricing or other terms any of its business subsidiaries. (b) Section 4.19(b) of the Company Disclosure Schedule sets forth a list of each supplier of goods or services to the Company and its subsidiaries (including the content providers) (i) who is a supplier of critical or key elements (including with respect to the BusinessCompany Proprietary Assets) for the operation of the businesses of the Company and its subsidiaries or (ii) to whom the Company and its subsidiaries paid in the aggregate more than fifty thousand dollars ($50,000) during the six months ended June 30, 2003 (each a "MAJOR SUPPLIER"), together with in each case the amount paid to each Major Supplier during such period. Neither Seller Except as set forth in Section 4.19(b) of the Company Disclosure Schedule, neither the Company nor any of its Affiliates subsidiaries is engaged in any material dispute with any Major Supplier, and no Major Supplier has received provided the Company with written notice of termination of such Major Supplier's business relationship with the Company or any written (orof its subsidiaries. Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to Seller’s Knowledgethe knowledge of the Company, oral) notice of (i) any planned no Major Supplier intends to materially limit or contemplated full reduce its business relations with the Company or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsits subsidiaries.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 3.21(a) of the Seller Disclosure Schedule sets forth the top five (5) largest customers of the Business Business, taken as a whole (measured by aggregate ▇▇▇▇▇▇▇▇based on the dollar amount of sales to such customers) for each the fiscal years ending March 31, 2022, 2023, and 2024 (the “Material Customers”). As of the date hereof, and as of the Closing Date, no Material Customer has provided written notice or, to the Knowledge of the Sellers, other indication to any member of the Seller Group that it intends to (i) cease dealing with any member of the calendar year ended on December 31Seller Group, 2023 and (ii) materially reduce its purchases from or transactions with any member of the six Seller Group, or (6iii) month period ended materially change, or request a material change to, the terms or conditions (whether related to payment, price, volume, commitments, liability, delivery or otherwise) on June 30which such member(s) of the Seller Group and such Material Customer do business. (b) Section 3.21(b) of the Seller Disclosure Schedule sets forth the top five (5) suppliers and vendors of the Business, taken as a whole (based on the dollar amount of purchases made by the Sellers) for the fiscal years ending March 31, 2022, 2023, and 2024 (each Person described in the foregoing clauses “Material Suppliers”). As of the date hereof, no Material Supplier has provided written notice or, to the Knowledge of the Sellers, other indication to any member of the Seller Group that it intends to (i) and (ii)cease dealing with the Seller Group, a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together materially reduce its sales to or transactions with the Material CustomersSeller Group, or (iii) materially change, or request a material change to, the “Material Parties”)terms or conditions (whether related to payment, price, volume, commitments, liability, delivery or otherwise) on which the Seller Group and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsdo business.

Customers and Suppliers. (a) Section 4.18(a) of the Disclosure Schedule 4.17 sets forth a true, correct and complete list of the ten (a) the five (510) largest customers of the Business as a whole (measured by aggregate ▇▇▇▇▇▇▇▇based on the dollar amount of sales to such customers) for each of (i) the calendar fiscal year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerCustomers”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none As of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17date hereof, neither Seller nor any of its Controlled Affiliates is engaged in (including the Acquired Entity) has received any written or, to Seller’s Knowledge oral, notice that any Material Customer has (i) ceased or will cease to purchase or license the products of the Business or (ii) cancelled, terminated or otherwise materially decreased or adversely changed the terms of or notified Seller of any intention to cancel, terminate or materially decrease or adversely change the terms pursuant to which such Material Customer purchases goods or services from the Business. To Seller’s Knowledge, no Material Customer plans to cease or reduce the purchase or license of products of the Business from Seller or any of its Controlled Affiliates (including the Acquired Entity). During the past two (2) years, neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has had any material dispute disputes with any Material Party Customer. (b) Section 4.18(b) of the Disclosure Schedule sets forth a true, correct and complete list of the ten (10) largest suppliers of the Business as a whole (based on the dollar amount of purchases from such suppliers) for the fiscal year ended December 31, 2023 (“Material Suppliers”). As of the date hereof, neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has received any written or, to Seller’s Knowledge oral, notice that any Material Supplier has (i) ceased or will cease to do business with Seller or any of its Controlled Affiliates (including the Acquired Entity), (ii) has reduced, will reduce, the volume of its business with Seller or any of its Controlled Affiliates (including the Acquired Entity) and, to Seller’s Knowledge, no Material Party intends Supplier plans to terminate, limit cease or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms volume of its business with Seller or any of its Controlled Affiliates (including the BusinessAcquired Entity) or (iii) cancelled, terminated or otherwise materially decreased or adversely changed the terms of or notified Seller of any intention to cancel, terminate or materially decrease or adversely change the terms pursuant to which such Material Supplier provides goods or services to Seller or any of its Controlled Affiliates (including the Acquired Entity). Neither During the past two (2) years, neither Seller nor any of its Controlled Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including the Acquired Entity) has had any reduction in store count) or (ii) material disputes with any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsSupplier.

Customers and Suppliers. (a) Schedule 4.17 4.12(a) to the Disclosure Letter sets forth a true and complete list of the top fifteen (a15) the five (5) largest customers Customers of the Business (as measured by aggregate ▇▇▇▇▇▇▇▇revenue received by the Business, and identified as relating to the Water Purification Business Unit, the Filtration Business Unit or the Dialysis Business Unit, as applicable) for (each a “Material Customer”) and the amount of consideration paid by each such Material Customer during each of the two (i2) most recent fiscal years. Except as set forth in Schedule 4.12(a) to the calendar year ended on December 31Disclosure Letter, 2023 there is no present dispute or, to Sellers’ Knowledge, impending change, modification or alteration in any relationship with any Material Customer. Since January 1, 2021, no Seller and none of Sellers’ Affiliates has received any written notice that any Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business. (b) Schedule 4.12(b) to the Disclosure Letter sets forth the top fifteen (15) largest suppliers or vendors of the Business (as measured by expenditures of the Business, and identified as relating to the Water Purification Business Unit, the Filtration Business Unit or the Dialysis Business Unit, as applicable) in terms of consideration paid to such suppliers or vendors for goods or services rendered during each of the two (2) most recent fiscal years, as applicable (collectively, the “Material Suppliers”); and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume amount of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for Material Supplier during such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.174.12(b) to the Disclosure Letter, neither Seller nor any of its Affiliates there is engaged no present dispute or, to Sellers’ Knowledge, impending change, modification or alteration in any material dispute relationship with any Material Party andSupplier. Since January 1, to Seller’s Knowledge2021, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms Seller and none of its business with the Business. Neither Seller nor any of its Sellers’ Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of that any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stockSuppliers has ceased, or unable intends to cease, to supply any, of goods or services to the Products (Business or any components included therein). To to otherwise terminate or materially reduce its relationship with the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsBusiness.

Customers and Suppliers. (a) Schedule 4.17 3.21 sets forth a true, correct and complete list of (ax) the twenty (20) largest customers of the Company and the Acquired Entities (on a consolidated basis) for fiscal years 2009 and 2010 and sets forth opposite the name of each such customer the approximate sales attributable to such customer for each such year and (y) the five (5) largest customers of each Unconsolidated Entity, in each case for the Business nine-month period ended September 30, 2011. (measured by aggregate ▇▇▇▇▇▇▇▇b) for each of Since October 3, 2010 (or since January 1, 2011, solely with respect to the representation set forth in clause (ii) below as it relates to the Unconsolidated Entities), (i) no material supplier of the calendar year ended on December 31Acquired Companies or any Unconsolidated Entities has (x) indicated that it shall stop, 2023 cancel or otherwise terminate, or, to the Knowledge of the Company, intends to stop cancel or otherwise terminate, the relationship of such Person with any of the Acquired Companies or any Unconsolidated Entities, as the case may be, and (y) materially decreased, or threatened to materially decrease, the rate of supplying materials, products or services to any of the Acquired Companies or any Unconsolidated Entities, and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such no customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth listed on Schedule 4.173.21 has indicated that it shall stop, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit cancel or reduce its business relationship with the Business, otherwise terminate or materially reduce modify or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (decrease, or, to Seller’s Knowledgethe Knowledge of the Company, oral) notice of (i) any planned intends to stop, cancel or contemplated full otherwise terminate or partial de-listing of materially modify or decrease, the rate of, buying materials, products or services from any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (Acquired Companies or any components included therein)Unconsolidated Entities. To the Knowledge of Sellerthe Company, each Material Supplier is in compliance in all material respects with all applicable Laws in respect none of the Productsexecution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby will adversely affect the relationship of any the Acquired Companies or any of the Unconsolidated Entities with any material supplier of the Acquired Companies or any Unconsolidated Entities or any Person set forth on Schedule 3.21.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Section 4.16(a) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of Company Disclosure Letter lists the Company and its subsidiaries’ (i) the calendar year ended on December 31ten largest managed service customers, 2023 and (ii) 12 other customers generating revenue of at least four million dollars per fiscal year, (iii) three largest distributors and (iv) seven largest technology/OEM resale partners, in the six case of each of clauses (6i) month period through (iv), based on revenues generated during the fiscal year ended on June April 30, 2024 2017 (each Person described as to customers and resale partners) and expenditures made during the fiscal year ended April 30, 2017 (as to suppliers and distributors), and the amount of such revenues or expenditures, as applicable (the customers referred to in the foregoing clauses (i) and (ii), a the “Material CustomerTop Customers”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and . (b) As of the ten (10date of this Agreement, no customer, supplier, distributor or resale partner listed on Section 4.16(a) largest suppliers, vendors, service providers or manufacturers for of the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together Company Disclosure Letter has ceased doing business with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller Company or any of its Affiliates of any intention to do either of subsidiaries and neither the foregoing. Except as set forth on Schedule 4.17, neither Seller Company nor any of its Affiliates is engaged in subsidiaries have received, from any material dispute with any Material Party andcustomer, to Sellersupplier, distributor or resale partner listed on Section 4.16(a) of the Company Disclosure Letter, written notice (i) terminating such customer’s, supplier’s, distributor’s Knowledge, no Material Party intends to terminate, limit or reduce its business resale partner’s relationship with the Business, Company or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) subsidiaries or (ii) any Material Supplier being out indicating that (A), in the case of stocka customer, or unable such customer intends to supply any, materially reduce its purchase of products of the Products (Company or any components included therein). To of its subsidiaries, (B) in the Knowledge case of Sellera supplier, each Material Supplier is that such supplier intends to materially reduce its sale of products or services to the Company or any of its subsidiaries, (C) in compliance in all material respects with all applicable Laws in respect the case of a distributor, that such distributor intends to materially reduce its distribution of products of the ProductsCompany or any of its subsidiaries or (D) in the case of a resale partner, that such resale partner intends to materially reduce its reseller arrangement with the Company or any of its subsidiaries, in the case of each of clauses (A) through (D), from the levels achieved during the fiscal year ended April 30, 2017.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 3.13(a) of the five (5) largest customers of Disclosure Schedules sets forth with respect to the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliersprincipal customers of the Business, vendors, service providers or manufacturers for the Business (as measured by aggregate payments) the highest dollar amount of goods or services invoiced to such customers for each of (iA) the calendar year twelve (12) month period ended on December 31, 2023 2015 and (B) the nine (9) month period ended September 30, 2016 (collectively, the “Material Customers”); and (ii) the six amount invoiced to each Material Customer during such periods. Neither of the Seller Parties has received any notice that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the Business or to otherwise terminate or reduce its relationship with the Business. (6b) Section 3.13(b) of the Disclosure Schedules sets forth with respect to the Business (i) the ten principal suppliers of the Business, as measured by the highest dollar amount of goods or services purchased by any of the Seller Parties from such suppliers for each of (A) the twelve (12) month period ended on June December 31, 2015 and (B) the nine (9) month period ended September 30, 2024 2016 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesSuppliers”), ; and in each case, (ii) the dollar volume amount of Seller’s purchases from each Material Supplier during such supplier, vendor or manufacturer for such periodperiods. Since January 1, 2023, none Neither of the Seller Parties has received any notice that any of the Material Parties have canceled Suppliers has ceased, or terminated intends to cease, to supply goods or demanded a material reduction or change in the pricing or other terms of its business relationship with services to the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit otherwise terminate or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither of the Seller nor Parties has any Knowledge of any price increases to the products or services it purchases from any of their respective suppliers within the next twelve (12) months other than normal and customary price increases. The prices that the Seller Parties pay to its Affiliates vendors to purchase products and services is not based on, in whole or in part, the promise to continue to do business with such vendor in the future. (c) Neither of the Seller Parties is qualified or registered under, or has received ever been qualified or registered under, any written (orfederal, to Seller’s Knowledge, oral) notice of state or local program or initiative (i) any planned relating to minority-owned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) small disadvantaged businesses or (ii) any Material Supplier being out based upon some other status of stockbusiness ownership, or unable to supply anyhas ever received from any Governmental Authority any special, of the Products (preferential or advantageous treatment in connection with any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productssuch program or initiative.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Schedule 4.17(a) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) sets forth the ten (10) largest supplierssuppliers in terms of purchases measured by dollar volume (collectively, vendors“Material Suppliers”) and the ten (10) largest customers in terms of sales measured by dollar volume (collectively, service providers or manufacturers “Material Customers”) of the Business, in each case for the Business twelve (measured by aggregate payments12) for each of (i) the calendar year ended on months ending December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period2020. Since January 1, 20232020, none no Material Supplier has cancelled or otherwise terminated or, threatened in writing or, to the Knowledge of the Material Parties have canceled Seller, otherwise threatened, to (or terminated its intent to) cancel or demanded a material reduction or change in the pricing or other terms of otherwise terminate, its business relationship with the Business or notified to materially decrease its sales of supplies, materials, finished products or services to Seller or any of its Affiliates of any intention relating to do either of the foregoingBusiness. Except as set forth on Schedule 4.17Since January 1, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge2020, no Material Party intends to terminateCustomer has cancelled or otherwise terminated or, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (threatened in writing or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is otherwise threatened, to (or its intent to) cancel or otherwise terminate its relationship with the Business or to materially decrease its usage or purchases of the products from Seller or its Affiliates relating to the Business. (b) As of the date of this Agreement, Seller or its Affiliates have not agreed in compliance in all material respects writing, or, to the Knowledge of Seller, orally, with all applicable Laws any existing customer to repurchase or issue a credit or allow a return in respect of any products of the ProductsBusiness following the Closing Date, except to the extent such products of the Business fail to meet specifications. Schedule 4.17(b) contains (i) an accurate list of all consumer-oriented marketing programs under which Seller or its Affiliates have current or future Liabilities, including coupons with respect to the Business (collectively, the “Consumer Programs”) and includes a description of each Consumer Program, the duration of such Consumer Program, and an estimate of Seller’s and its Affiliates’ obligations under such Consumer Program; and (ii) a summary of all trade programs with customers of the Business (the “Trade Programs”), including a brief description of the Trade Programs, pricing terms, the duration of the Trade Programs and the estimated cost of the Trade Programs.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest The General Partner has no customers or ----------------------- suppliers. As of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) date hereof, no customer which individually accounted for each more than 10% of (i) the calendar year ended on December 31, 2023 and (ii) Limited Partnership's gross revenues during the six (6) 12 month period ended preceding the date hereof, and no supplier of the Limited Partnership, has canceled or otherwise terminated, or made any written threat to the Limited Partnership to cancel or otherwise terminate its relationship with the Limited Partnership, or has at any time on or after June 30, 2024 (each Person described 2000 decreased materially its services or supplies to the Limited Partnership in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume case of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each any such supplier, vendor or manufacturer for such period. Since January 1, 2023, none its usage of the Material Parties have canceled services or terminated or demanded a material reduction or change products of the Limited Partnership in the pricing case of such customer, and to the Limited Partnership's knowledge, no such supplier or other terms of customer intends to cancel or otherwise terminate its business relationship with the Business Limited Partnership or notified Seller to decrease materially its services or any of supplies to the Limited Partnership or its Affiliates of any intention to do either usage of the foregoingservices or products of the Limited Partnership, as the case may be. Except No customer which individually accounted for more than $50,000 individually, or customers which in the aggregate accounted for more than $100,000, of the Limited Partnership's gross revenues during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Limited Partnership to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated by this Agreement, its relationship with the Limited Partnership, and to the Limited Partnership's knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Limited Partnership or to decrease materially its usage of the services or products of the Limited Partnership. The Limited Partnership has not knowingly breached, so as set forth on Schedule 4.17to provide a benefit to the Limited Partnership that was not intended by the parties, neither Seller nor any of its Affiliates is agreement with, or engaged in any material dispute fraudulent conduct with respect to, any Material Party andcustomer or supplier of the Limited Partnership. The execution and delivery of this Agreement by each of the Limited Partnership and the General Partner does not, and the consummation of the transactions contemplated hereby, including but not limited to Seller’s Knowledgethe dissolution or effective dissolution of the Limited Partnership, no Material Party intends to terminate, limit or reduce its business relationship with the Businesswill not conflict with, or materially reduce result in any violation of, or change the pricing default under (with or other terms without notice or lapse of its business with the Business. Neither Seller nor any time, or both), or give rise to a right of its Affiliates has received any written (ortermination, to Seller’s Knowledge, oral) notice of (i) any planned cancellation or contemplated full or partial de-listing acceleration of any obligation or loss of any benefit under any contract between the Products (including Limited Partnership and any reduction in store count) customer or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productssupplier.

Customers and Suppliers. (a) Schedule 4.17 sets forth a list 3.16(a) of the Disclosure Letter lists all of (a) the five (5) largest customers names and addresses of each customer that ordered products or services related to the Business from the Seller with an aggregate purchase price of $50,000 or more during the twelve (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (612) month period ended on June April 30, 2024 2020 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Significant Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period ) and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured amount of revenue generated by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for Significant Customer during such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and3.16(a), to the Knowledge of the Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of Significant Customer (i) any planned has ceased, or contemplated full will cease, to use the products or partial de-listing of any services related to the Business of the Products Seller, (ii) has materially reduced or will materially reduce, the use of products or services related to the Business of the Seller, (iii) has sought to reduce the price it will pay for products or services related to the Business of the Seller, including in each case as a result of this Agreement or the transactions contemplated hereby and thereby. (b) Schedule 3.16(b) of the Disclosure Letter lists all of (a) the names and addresses of the five (5) largest suppliers or subcontractors (including any reduction in store countAffiliates) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products Business based on the aggregate purchase price paid to such suppliers (on an individual or any components included therein)aggregate basis) during the twelve (12) month period ended April 30, 2020 (each, a “Significant Supplier”) and (b) the amount of purchases by the Seller from each such Significant Supplier during such periods. To the Knowledge of the Seller, (i) there has been no material adverse change in the price of such raw materials, supplies or other products or services or (ii) each Material Significant Supplier is will continue to sell raw materials, supplies and other products and services to the Business on and at all times after the Closing Date on terms and conditions similar to those used in compliance its current sales to the Seller, subject to general and customary price increases, including in all material respects with all applicable Laws in respect each case as a result of this Agreement or the Productstransactions contemplated hereby and thereby.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Section 3.26(a) largest customers of the Business Disclosure Schedules contains a complete list of all customers and distributors of the Company or any of its Subsidiaries who purchased $5,000,000 or greater in products or services from the Company and its Subsidiaries, in each case, during the twelve (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (612) month period ended on June 30, 2024 2013 (together with the aggregate amount of purchases for the relevant period by each Person described in identified customer). With respect to customers listed on Section 3.26(a) of the foregoing clauses Disclosure Schedules, (i) none of the Company or any of the Company’s Subsidiaries has received written or, to the Company’s Knowledge, verbal notice from any such customer of any termination or material reduction in such customer’s relationship with the Company or any of its Subsidiaries and (ii)) no such customer has provided written or, to the Company’s Knowledge, verbal notice to the Company or any of the Company’s Subsidiaries that it intends to terminate or materially reduce its relationship with the Company or such Subsidiary. (b) Section 3.26(b) of the Disclosure Schedules contains a “Material Customer”)complete list of all suppliers and vendors of the Company or any of its Subsidiaries who sold $5,000,000 or greater in products or services to the Company and its Subsidiaries, and in each case, during the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and twelve (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (612) month period ended on June 30, 2024 2013 (together with the amount of sales for the relevant period by each Person described in identified supplier). With respect to suppliers listed on Section 3.26(b) of the foregoing clauses Disclosure Schedules, (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled Company or terminated or demanded a material reduction or change in any of the pricing or other terms of its Company’s Subsidiaries has received written or, to the Company’s Knowledge, verbal notice from any such supplier who does business relationship directly with the Business or notified Seller Company or any of its Affiliates Subsidiaries of any intention to do either of termination or material reduction in such supplier’s relationship with the foregoing. Except as set forth on Schedule 4.17, neither Seller nor Company or any of its Affiliates is engaged in any material dispute with any Material Party andSubsidiaries and (ii) no such supplier has provided written or, to Sellerthe Company’s Knowledge, no Material Party verbal notice to the Company or any of the Company’s Subsidiaries that it intends to terminate, limit terminate or materially reduce its business relationship with the Business, Company or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productssuch Subsidiary.

Customers and Suppliers. Schedule 4.17 (a) Section 3.23 of the Company Disclosure Letter sets forth a true and complete list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the top ten (10) largest suppliers, vendors, service providers or manufacturers for customers and the Business top ten (10) suppliers of the Company (as measured by aggregate paymentsthe revenue or sales from such customer or supplier) for each of (i) during the calendar year 12-month periods ended on December 31, 2023 2004, December 31, 2005 and (ii) the six (6) 9-month period ended on June as of September 30, 2024 (each Person described in 2006. Set forth opposite the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume name of Seller’s purchases from each such supplier, vendor or manufacturer for customer is the percentage of consolidated net sales attributable to such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. customer. (b) Except as set forth on Schedule 4.17Section 3.23 of the Company Disclosure Letter, neither Seller nor any as of its Affiliates is engaged in any the date hereof, no customer that accounted for more than five percent of the Company's consolidated revenues from continuing operations during the 12-month periods ended December 31, 2004, December 31, 2005 and the 9-month period ended as of September 30, 2006, and no material dispute with any Material Party andsupplier of the Company, (i) has cancelled or otherwise terminated or, to Seller’s Knowledgethe Knowledge of the Company, no Material Party intends threatened or indicated its intention to terminate, limit or reduce its business relationship any material contract with the BusinessCompany or any Subsidiary of the Company prior to the expiration of the contract term, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates (ii) has received any written (returned, or, to Seller’s Knowledgethe Knowledge of the Company, oral) notice of (i) any planned threatened or contemplated full or partial de-listing indicated its intention to return, a material amount of any of the Products (including products, equipment, goods and services purchased from the Company or any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, Subsidiary of the Products Company, (iii) has canceled or any components included therein). To terminated or, to the Knowledge of Sellerthe Company, each Material Supplier is in compliance in all material respects indicated its intention to cancel or otherwise terminate its relationship with all applicable Laws in respect the Company or any Subsidiary of the ProductsCompany including, without limitation, as a result of the transactions contemplated by this Agreement, or (iv) has ceased or materially reduced or, to the Knowledge of the Company, threatened or indicated an intention to cease or materially reduce its purchase from or sale to the Company or any Subsidiary of the Company of any products, equipment, goods or services, including, without limitation, as a result of the transactions contemplated by this Agreement. (c) Neither the Company nor any Subsidiary has (A) breached, in any material respect, any agreement with or (B) engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any of its Subsidiaries. All material purchase and sale orders and other commitments for purchases and sales made by the Company and its Subsidiaries have been made in the ordinary course of business in accordance with past practices and no material payments have been made to any customer, supplier or any of their representatives other 369958_13 than payments to such suppliers for the invoiced price of supplies purchased in the ordinary course of business.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5Section 3.12(a) largest customers of the Business Seller Disclosure Schedules sets forth, with respect to the twelve-month period prior to the date of this Agreement (measured by aggregate ▇▇▇▇▇▇▇▇) for each of the “TTM Period”), (i) each of the calendar year ended on December 31, 2023 Company’s top 10 customers (excluding Buyer and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (iiany of its Affiliates), a “Material Customer”), and in each case, measured by the aggregate dollar volume amount of such ▇▇▇▇▇▇▇▇ for payments to the Company by each such customer during such period and (b) or, to the ten (10) largest suppliersextent such customers were not customers of the Company during the full TTM Period, vendorsbut are customers as of the date hereof, service providers or manufacturers their annualized payment amounts for the Business TTM Period) (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 “Material Customers”); and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from amount paid by each such supplier, vendor or manufacturer for customer during such period. Since January 1, 2023, none As of the date of this Agreement, the Company has not received any notice that any of the Company’s Material Parties have canceled Customers intends terminate (or terminated or demanded a material reduction or change in the pricing or other terms of fail to renew) its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the BusinessCompany, or materially reduce reduce, or change the pricing or other material terms of of, its business relationship with the Business. Neither Company (including its usage of any products or services of the Company). (b) Section 3.12(b) of the Seller nor Disclosure Schedules sets forth, with respect to the TTM Period, (i) each of the Company’s top 10 suppliers (not including, for the purposes of this Section 3.12(b) only, any provider of its Affiliates has received any written financing), measured by the aggregate dollar amount of payments by the Company during such period (or, to Seller’s Knowledgethe extent such suppliers were not suppliers of the Company during the full TTM Period, oralbut are suppliers as of the 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 of (i) any planned or contemplated full or partial de-listing of that any of the Products Company’s Material Suppliers intends to terminate (or fail to renew) its relationship with the Company, or materially reduce, or change the pricing or other material terms of, its relationship with the Company (including any reduction in store count) or (ii) any Material Supplier being out the volume of stock, or unable its supply of products and services to supply any, of the Products (or any components included thereinCompany). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Products.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule 3.23(a) contains a true, correct and complete list of the five twenty (520) largest customers customers, resellers or distributors, calculated on the basis of combined revenue (the “Key Customers”), of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) Group Companies for each of (i) the calendar fiscal year ended on December 31, 2023 2020 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 20232021 to the Latest Balance Sheet Date, none and sets forth opposite the name of each such Key Customer the amount and percentage of combined revenue of the Material Parties have canceled or terminated or demanded a material reduction or change in Group Companies attributable to such Key Customer during such periods. In the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17last twelve (12) months, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, (A) no Material Party intends to terminate, limit or reduce its business relationship with the Business, Key Customer has materially reduced or materially reduce altered (in a manner adverse to the Group Companies) its relationship or change the pricing or other terms of its business with the Business. Neither Seller nor any Group Companies, (B) none of its Affiliates the Group Companies has received written, or to the Knowledge of the Group Companies, oral notice from any written Key Customer of any termination, material reduction or material alteration (orin a manner adverse to the Group Companies) in such Key Customer’s relationship with the Group Companies or that such Key Customer intends to, or has any Knowledge that any Key Customer will, terminate, materially reduce or materially alter (in a manner adverse to Seller’s Knowledgethe Group Companies) its relationship with any Group Company and (C) since December 31, oral2020, no Group Company is or has been involved in any material claim, dispute or controversy with any Key Customer. (b) notice Schedule 3.23(b) contains a true, correct and complete list of the twenty (20) largest vendors, licensors, service providers and other suppliers (the “Key Suppliers”) of the Group Companies (measured by aggregate spend) for (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or fiscal year ended December 31, 2020 and (ii) any Material the period from January 1, 2021 to the Latest Balance Sheet Date, and sets forth opposite the name of each Key Supplier being out the amount of stockexpenses attributable to (whether directly or through) such supplier during such periods. In the last twelve (12) months, (A) no Key Supplier has materially reduced or materially altered (in each case, in a manner adverse to the Group Companies) its relationship or the terms of its business with the Group Companies, (B) none of the Group Companies has received written, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Sellerthe Group Companies, oral notice from any Key Supplier of any termination or material reduction or material alteration (in each Material case, in a manner adverse to the Group Companies) in such Key Supplier’s relationship with the Group Companies or that such Key Supplier intends to, or has any Knowledge that any Key Supplier will, terminate, materially reduce or materially alter (in each case, in a manner adverse to the Group Companies) its relationship with any Group Company and (C) since December 31, 2020, no Group Company is or has been involved in compliance in all any material respects claim, dispute or controversy with all applicable Laws in respect of the Productsany Key Supplier.

Customers and Suppliers. Schedule 4.17 (a) Section 3.25(a) of the Disclosure Document sets forth a list of (a) the five (5) largest names of all customers of the Business (measured by each Seller that ordered goods or services from either Seller with an aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ purchase price for each such customer of $200,000 or more during such the 12-month period ended September 30, 2006, and (b) the ten (10amount for which each such customer was invoiced by a Selling Party during that period. As of the date of this Agreement and to the Knowledge of the Selling Parties, except as identified in Section 3.25(a) largest suppliersof the Disclosure Document, vendors, service providers no such customer has notified a Selling Party or manufacturers for the Business (measured by aggregate payments) for each any Affiliate of a Selling Party that it (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or will materially reduce or change the pricing or other terms purchases of its business with the Business. Neither products from either Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stockhas ceased, or unable will cease, to supply any, purchase products from either Seller. (b) Section 3.25(b) of the Products Disclosure Document sets forth (a) the names of all suppliers from which each Seller ordered raw materials, supplies, merchandise, other goods or any components included therein)services with an aggregate purchase price for each such supplier of $50,000 or more during the 12-month period ended September 30, 2006, and (b) the amount for which each such supplier invoiced a Selling Party during that period. To the Knowledge of the Selling Parties, no such supplier has notified either Seller or any Affiliate of either Seller that it (i) will materially reduce the amount of raw materials or equipment available for purchase by either Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsor (ii) has ceased, or will cease, to sell raw materials or equipment to either Seller.

Customers and Suppliers. (a) Section 4.19(a) of the Company Disclosure Schedule 4.17 sets forth a complete and accurate list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers customers of the Company and the Company Subsidiaries based on the consolidated revenues received from such persons by the Company and the Company Subsidiaries for the Business fiscal year ended December 31, 2020 (measured by each, a “Principal Customer”) and (ii) with respect to each Principal Customer, the aggregate paymentsamounts received from each such Principal Customer for the fiscal year ended December 31, 2020. (b) for each Section 4.19(b) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) the calendar ten (10) largest suppliers of the Company and the Company Subsidiaries based on the consolidated cost of goods and services paid to such persons by the Company and the Company Subsidiaries for the fiscal year ended on December 31, 2023 2020 (each, a “Principal Supplier”) and (ii) the six (6) month period ended on June 30, 2024 (with respect to each Person described in the foregoing clauses (i) and (ii), a “Material Principal Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from aggregate amounts paid to each such supplierPrincipal Supplier for the fiscal year ended December 31, vendor or manufacturer for such period. 2020. (c) Since January 1, 20232020, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates Company has not received any written (or, to Seller’s Knowledge, oral) notice of from any Principal Customer or Principal Supplier indicating that any such person (i) any planned is either ceasing, substantially reducing, materially altering the terms or contemplated full or partial de-listing conditions of any of the Products (including any reduction in store count) their dealings, or (ii) any Material Supplier being out of stockintends to cease, substantially reduce, or unable to supply any, materially alter the terms or conditions of their dealings with the Products (Company or any components included therein)Company Subsidiary. To the Knowledge of SellerCompany’s Knowledge, each Material Supplier is in compliance in all material respects with all applicable Laws in respect as of the Productsdate of this Agreement, there is no anticipated cancellation, termination, non-renewal or material alteration (including any material reduction in the rate or volume of purchases or sales or material increase in the prices charged or paid, as the case may be) involving any Principal Customer or Principal Supplier.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) Except as set forth in Section 3.27(a) of the calendar year ended on December 31Disclosure Letter, 2023 and (ii) neither the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses Company nor any of its Subsidiaries (i) and (ii)is involved in any material claim, a “Material Customer”), and in each case, the dollar volume dispute or controversy with any of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) customers for each of the Business Units for the fiscal year 2006 and, if different, the six-month period ended June 30, 2007 (i) the calendar year ended on December 31each, 2023 and a "Material Customer"), (ii) the six (6) month period ended on June 30is involved in any material claim, 2024 (each Person described dispute or controversy with any of its other customers that, individually or in the foregoing clauses aggregate, could reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or (iiii) and (ii)has received any notice from or on behalf of any Material Customer, a “or prime contractor to any Material Supplier,” and together with Customer alleging any material non-performance by the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller Company or any of its Affiliates Subsidiaries under any contract, or any act or omission that would reasonably be expected to give rise to a right of termination or material reduction in purchases under any intention Material Contract, which has not been resolved. (ii) With respect to the ten (10) largest suppliers for each of the Business Units for the fiscal year 2006 and, if different, the six-month period ended June 30, 2007 (each, a "Material Supplier"), except as set forth on Section 3.27(b) of the Disclosure Letter, (i) each Material Supplier continues to be a supplier to the Company and/or its Subsidiaries, (ii) no Material Supplier has materially reduced its business with the Company and the Subsidiaries or, to the Knowledge of the Company has indicated in writing that it intends to materially reduce its business with the Company or any Subsidiary, (iii) no Material Supplier has terminated its relationship with the Company or the business of the Company or, to the Knowledge of the Company, has threatened in writing to do either so, and (iv) the Company is not involved in any material claim, dispute or controversy with any Material Supplier. Except as set forth in Section 3.27(b) of the foregoingDisclosure Letter, the Company is not involved in any material claim, dispute or controversy with any of its other suppliers that, individually or in the aggregate, would reasonably be anticipated to be material to the Company and its Subsidiaries taken as a whole, which has not been resolved. Except as set forth on Schedule 4.17, neither Seller nor any Section 3.27(b) of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledgethe Disclosure Letter, no Material Party intends supplier to terminate, limit or reduce its business relationship with the Business, or materially reduce or change Company represents a sole source of supply for goods and services used in the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any conduct of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, business of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsCompany.

Customers and Suppliers. (a) Section 3.16(a) of the Disclosure Schedule 4.17 sets forth a true, correct and complete list of the ten (a) the five (510) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇based on the dollar amount of sales to such customers) for each of (i) the calendar fiscal year ended on December 31September 30, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerCustomers”). Except with respect to purchases and sales orders related to the Last Time Buy, all purchase and sale orders and other commitments for purchases and sales made by Seller or in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship connection with the Business or notified Seller have been made in the ordinary course of business, and no payments have been made to any customer or any of its Affiliates of any intention representatives other than payments to do either such customers or their representatives for the payment of the foregoinginvoiced price of goods sold in the ordinary course of business. Except as set forth on Schedule 4.17in Section 3.16(a) of the Disclosure Schedule, neither Seller nor has not received any written or, to Seller’s Knowledge oral, notice that any Material Customer has ceased or will cease to do business with Seller, or has reduced, or will reduce, the volume of its Affiliates is engaged in any material dispute business with any Material Party Seller and, to Seller’s Knowledge, no Material Party intends Customer plans to terminate, limit cease or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms volume of its business with Seller. (b) Section 3.16(b) of the BusinessDisclosure Schedule sets forth a true, correct and complete list of the ten (10) largest suppliers of the Business (based on the dollar amount of purchases from such suppliers) for the fiscal year ended September 30, 2023 (“Material Suppliers”). Neither Seller nor any of its Affiliates has not received any written (or, to Seller’s Knowledge, oral) oral notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) that any Material Supplier being out of stockhas ceased or will cease to do business with Seller, or unable has reduced, or will reduce, the volume of its business with Seller and, to supply anySeller’s Knowledge, of the Products (or any components included therein). To the Knowledge of Seller, each no Material Supplier is in compliance in all material respects plans to cease or reduce the volume of its business with all applicable Laws in respect of the ProductsSeller.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 4.19(a) of the five (5) largest customers of Disclosure Schedules sets forth with respect to the Business (measured by i) each customer who has paid aggregate ▇▇▇▇▇▇▇▇) consideration to Seller for goods or services rendered in an amount greater than or equal to $50,000 for each of the two (i2) most recent fiscal years (collectively, the calendar year ended on December 31, 2023 “Material Customers”); and (ii) the six amount of consideration paid by each Material Customer during such periods. Except as set forth in Section 4.19(a) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (6written or oral) month period ended on June 30that any of the Material Customers has ceased or intends to cease after the Closing, 2024 and to Seller’s Knowledge, there are and have not been any facts or circumstances that could reasonably be expected to result in any of the Material Customers ceasing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business. To Seller’s Knowledge, Seller and its Representatives have no material disputes or disagreements (each Person described in regardless whether the foregoing clauses same has or could give rise to any Action) with any of the Material Customers. (b) Section 4.19(b) of the Disclosure Schedules sets forth with respect to the Business (i) and (ii), a “Material Customer”), and each supplier to whom Seller has paid consideration for goods or services rendered in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers an amount greater than or manufacturers for the Business (measured by aggregate payments) equal to $50,000 for each of the two (i2) most recent fiscal years (collectively, the calendar year ended on December 31, 2023 “Material Suppliers”); and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume amount of Seller’s purchases from each Material Supplier during such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoingperiods. Except as set forth on Schedule 4.17in Section 4.19(b) of the Disclosure Schedules, neither Seller nor Seller, Owners and their respective Representatives have not received any notice (written or oral) that any of its Affiliates is engaged in any material dispute with any the Material Party andSuppliers has ceased or intends to cease after the Closing, and to Seller’s Knowledge, no there are and have not been any facts or circumstances that could reasonably be expected to result in any of the Material Party intends Suppliers ceasing, to terminate, limit supply goods or services to the Business or to otherwise terminate or materially reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to To Seller’s Knowledge, oralSeller and its Representatives have no material disputes or disagreements (regardless whether the same has or could give rise to any Action) notice of (i) any planned or contemplated full or partial de-listing of with any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsSuppliers.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Listed in Section 2.22(a) of the Seller Disclosure Letter are the names of, (i) in the case of the Largest Divisions, the ten (10) largest customers (by revenue) of each such business division, and (ii) in the case of BEI Kimco and Newall, the five (5) largest customers (by revenue) of each such business division (the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31customers required to be disclosed pursuant to this Section 2.22(a), 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Significant Customer”), and in each casecase for the twelve-month period ended December 31, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and 2014. (b) Listed in Section 2.22(b) of the Seller Disclosure Letter are the names of, (i) in the case of the Largest Divisions, the ten (10) largest supplierssuppliers (by purchases) of each such business division, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) in the six case of BEI Kimco and Newall, the five (65) largest suppliers (by purchases) of each such business division (the suppliers required to be disclosed pursuant to this Section 2.22(b), each, a “Significant Supplier”), in each case for the twelve-month period ended on June 30December 31, 2024 2014. (each Person described in c) None of the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material CustomersCompanies, the “Material Parties”)Transferred Subsidiaries or Sellers or any of their respective Affiliates has, and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none as of the Material Parties have canceled date hereof, received any written notice from any Significant Customer or terminated Significant Supplier indicating that such Significant Customer or demanded a material reduction Significant Supplier will terminate its Contract, cancel or materially change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship sales to or purchases from the Companies or the Transferred Subsidiaries where the aggregate effect of such material changes or reductions with respect to such customer or supplier would reasonably be expected to reduce the Business2015 or 2016 annual revenue from such customer, or materially reduce the 2015 or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock2016 annual sales from such supplier, or unable to supply anyincrease the cost of goods purchased from such supplier, of in each case, by more than 25% from the Products (levels for such supplier or any components included therein). To customer in the Knowledge of Sellercalendar year ended December 31, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Products2014 .

Customers and Suppliers. (a) Set forth on Schedule 4.17 sets forth 4.19 (a) is a true and correct list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business customers (measured by aggregate payments) for each revenues paid to Seller or Parent with respect to the operation of (i) the calendar year Business, in the aggregate, during the twelve-month period ended on December 31, 2023 2008), together with the dollar amount of sales made to such customers during such period, and (ii) the six ten (610) largest suppliers in terms of purchases by Seller or Parent with respect to the operation of the Business during the twelve-month period ended on June 30December 31, 2024 (each Person described in the foregoing clauses (i) 2008, and (ii)iii) any sole source suppliers of goods or services for which there is no ready alternative to Seller or Parent with respect to operation of the Business on comparable or better terms, a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each amount paid to such supplier, vendor or manufacturer for suppliers during such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. . (b) Except as set forth on Schedule 4.174.19(b), since July 1, 2008 (i) no supplier of the Business or customer of the Business that purchases directly from Seller, Parent or any Seller Affiliate and that constitutes one of the twenty (20) largest customers (measured by revenues paid to Seller or Parent with respect to the operation of the Business, in the aggregate, during the twelve-month period ended December 31, 2008) has canceled or otherwise terminated, or, to Seller's Knowledge, threatened to cancel, permit to expire or otherwise terminate, its relationship with Seller or Parent, and (ii) neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates Affiliate has received any written (notice or, to Seller’s 's Knowledge, oral) oral notice of (i) that any planned such supplier or contemplated full customer may cancel, terminate or partial de-listing of any of the Products otherwise materially and adversely modify its relationship with Seller or Parent (including any reduction in store countby modifying its pricing) or (ii) any Material Supplier being out of stocklimit its services, supplies or unable materials to supply any, of the Products (Seller or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsParent.

Customers and Suppliers. (a) Section 3.22(a) of the Disclosure Schedule 4.17 sets forth a complete and correct list of (a) the five (5) largest customers Material Customers, and sets forth opposite the name of each Material Customer the dollar value of aggregate customer spending on products or services of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of from (i) the calendar year ended on December 31, 2022 through December 31, 2023, and (ii) December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December through August 31, 2023 and 2024. In the last twelve (ii12) months, no Material Customer has materially reduced, cancelled or otherwise terminated or, to the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume knowledge of Seller’s purchases from each such supplier, vendor threatened to materially reduce, cancel or manufacturer for such period. Since January 1terminate, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business or relationship with any Group Company or, with respect to the Business or notified Business, any Seller or Group Entity. No Group Company nor, with respect to the Business, any of its Affiliates of any intention to do either of Seller Group Entity is, nor since the foregoing. Except as set forth on Schedule 4.17Lookback Date has been, neither Seller nor any of its Affiliates is engaged in any material dispute or controversy with any Material Party andCustomer. (b) Section 3.22(b) of the Disclosure Schedule sets forth a complete and correct list of the Material Suppliers, and sets forth opposite the name of each Material Supplier the dollar value of purchases of goods or services by or for the benefit of the Business with respect to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or December 31, 2022 through December 31, 2023, and (ii) any Material Supplier being out December 31, 2023 through August 31, 2024 (in the case of stockthis clause (ii), or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws solely in respect of the ProductsUnited States). In the last twelve (12) months, no Material Supplier has materially reduced, cancelled or otherwise terminated or, to the knowledge of Seller, threatened to materially reduce, cancel or terminate, its business or relationship with any Group Company or, with respect to the Business, any Seller Group Entity. No Group Company nor, with respect to the Business, any Seller Group Entity is, nor since the Lookback Date has been, engaged in any material dispute or controversy with any Material Supplier.

Customers and Suppliers. Schedule 4.17 4.24 sets forth a list of forth: (a) each of the five (5) largest customers of the Business (measured “Customers”) and the amount of revenue of the Business generated from each Customer during the twelve (12) month period ended September 30, 2018 categorized by aggregate ▇▇▇▇▇▇▇▇) for each of (i) customers who have purchased subscription-based services (with the calendar year ended on December 31revenue categorized per type of subscription purchased), 2023 and (ii) customers who have purchased other products or services of the six (6) month period ended Business on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period per-transaction basis; and (b) each of the ten (10) largest supplierssuppliers of the Business taken as a whole, vendors, service providers or manufacturers determined by purchases for the Business twelve (measured by aggregate payments12) for each of (i) the calendar year months ended on December 31, 2023 and (ii) the six (6) month period ended on June September 30, 2024 2018 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material PartiesSuppliers”), and in each case, together with (by Material Supplier) the dollar volume amount of Seller’s purchases of the Business from each such supplierMaterial Supplier during the twelve (12) months ended September 30, vendor 2018. In the last twelve (12) months, no Customer has cancelled, terminated or manufacturer for such period. Since January 1, 2023, none materially modified any of the Material Parties have canceled terms or terminated or demanded a material reduction or change in the conditions (including, without limitation, any pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates term) of any intention to do either of the foregoing. Except as set forth on Schedule 4.17Contract between such Customer and Seller, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each threatened to cancel, terminate or materially modify any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Customer and Seller, or, to the Knowledge of Seller, submitted any complaints or grievances (including, without limitation, formal, informal, written or oral complaints) regarding any Contract between such Customer and Seller or regarding the Business in general. Seller has not received from any Customer any notice, written or otherwise, and Seller has no Knowledge, that any Customer intends, to cancel or otherwise materially modify its relationship with the Business. In the last twelve (12) months, no Material Supplier has cancelled, terminated or materially modified any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller, or, to the Knowledge of Seller, threatened to cancel, terminate or materially modify any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller. Seller has not received any notice, written or otherwise, and Seller has no Knowledge, that any Material Supplier or Customer intends to cancel or otherwise materially modify its relationship with the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Seller, to its Knowledge, is and for the prior two (2) years has been in material compliance in all material respects with all applicable privacy and other Laws in respect and regulations relating to protection, collection, use, and distribution of the ProductsCustomer Data.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Section 4.21(a) of the five Disclosure Schedules sets forth (5i) largest the top 10 customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇calculated based on sales to such customers during the 12 months commencing July 1, 2017 to the date hereof), (ii) each customer that accounts for each more than five percent (5%) of (i) the calendar year consolidated gross revenues of the Business during the 12-month period ended on December 31, 2023 and 2017 (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”)) and (iii) the amounts paid by such Material Customers to the Business during the 12 months immediately preceding the date hereof. Except as set forth in Section 4.21(a) of the Disclosure Schedules, no Material Customer has canceled or otherwise terminated, or materially reduced, or made any threat in writing (or, to the Knowledge of Seller, orally) to Seller to cancel or otherwise terminate, or materially reduce, its relationship with Seller and in each case, (ii) this Agreement and the dollar volume Transaction Documents and the consummation of such ▇▇▇▇▇▇▇▇ for each such customer during such period the transactions contemplated hereby and thereby will not materially and adversely affect the relationship of Buyer with any Material Customer. (b) Section 4.21(b) of the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of Disclosure Schedules sets forth (i) the calendar year ended top 10 suppliers of the Business (calculated based on December 31purchases from such suppliers during the 12 months immediately preceding the date hereof) (each, 2023 a “Material Supplier”) and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “amounts paid to such Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with Suppliers by the Business or notified Seller or any of its Affiliates of any intention to do either of during the foregoing12 months immediately preceding the date hereof. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, Section 4.21(b) no Material Party intends to terminate, limit Supplier has canceled or reduce its business relationship with the Businessotherwise terminated, or materially reduce reduced, or change the pricing or other terms of its business with the Business. Neither Seller nor made any of its Affiliates has received any written threat in writing (or, to the Knowledge of Seller’s Knowledge, oralorally) notice of (i) any planned to Seller to cancel or contemplated full otherwise terminate, or partial de-listing of any of the Products (including any reduction in store count) or materially reduce, its relationship with Seller and (ii) this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not materially and adversely affect the relationship of Buyer with any Material Supplier being out of stock, or unable to supply any, of the Products Suppler. (or any components included therein). c) To the Knowledge of Seller, each Material Supplier is there has not been a material decrease in compliance in all material respects with all applicable Laws in respect any business activity between the Persons listed on Section 4.21(c) of the ProductsDisclosure Schedules (which represent the top 10 pharmaceutical manufacturers of the Business (calculated based on year-to-date sales to such pharmaceutical manufacturers)) and their representative advertising agencies.

Customers and Suppliers. (a) Schedule 4.17 3.18(a) of the Disclosure Schedules sets forth a true and complete list of (ai) the five top ten (510) largest customers of the Business (measured including the Seller and its Affiliates) during the 12 months ended September 30, 2017, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the total sales of the Business represented by aggregate ▇▇▇▇▇▇▇▇sales to each such customer during such period. None of the Seller Entities have received any notice or has knowledge that any of such customers (including the Seller and its Affiliates) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Business and none of the Seller Entities has received any written notice that any of such customers (including the Seller and its Affiliates) has sought, or is seeking, to reduce the price it will pay for each the services of the Business. (b) Schedule 3.18(b) of the Disclosure Schedules sets forth a true and complete list of (i) the calendar year top ten (10) suppliers of the Business (including the Seller and its Affiliates) from which the Seller Entities ordered products or services with an aggregate purchase price for the 12 months ended on December 31September 30, 2023 2017 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ amount for which each such customer supplier invoiced any of the Seller Entities during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled The Seller has not received any notice or terminated or demanded a has knowledge that there has been any material reduction or adverse change in the pricing price of such supplies or other terms of services provided by any such supplier (including the Seller and its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the BusinessAffiliates), or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor than any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products such supplier (including the Seller and its Affiliates) will not sell supplies or services to the Buyer at any reduction time after the Closing Date on terms and conditions substantially the same as those used in store count) or (ii) any Material Supplier being out of stockits current sales to the Seller Entities, or unable subject to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsgeneral and customary price increases.

Customers and Suppliers. (a) Schedule 4.17 5.22(a) sets forth a true, correct and complete list of the fifteen (a) the five (515) largest customers of the Business Acquired Companies on a consolidated basis (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”), and in each case, as measured by the dollar volume amount of sales to such ▇▇▇▇▇▇▇▇ for each such customer customers on an aggregate and consolidated basis, during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year fiscal years ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 2020, June 30, 2021, June 30, 2022 and for the five (each Person described in 5)-month period ended November 30, 2022, showing the foregoing clauses (i) approximate total sales by the Acquired Companies, on an aggregate and (ii)consolidated basis, a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from to each such suppliercustomer, vendor or manufacturer for during such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.175.22(a), neither Seller nor any (i) all Material Customers continue to be customers of its Affiliates is engaged in any material dispute with any the applicable Acquired Company and none of such Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or Customers has materially reduce or change the pricing or other terms of reduced its business with the applicable Acquired Company from the levels achieved during the fiscal year ended June 30, 2022, and, to the Knowledge of the Sellers, there is no reason to believe that any such reduction will occur; (ii) no Material Customer has terminated its relationship with the applicable Acquired Company, nor has the applicable Acquired Company received any notice or other communication, nor, to the Knowledge of the Sellers, is there any other reason to believe, that any Material Customer intends to do so or to materially alter the terms of its relationship with the applicable Acquired Company; (iii) except for immaterial claims or disputes arising in the Ordinary Course of Business. Neither Seller nor , no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any Material Customer; (iv) no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any of its Affiliates other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect or result in any material liability for any Acquired Company; (v) to the Knowledge of the Sellers, there is no reason to believe that the resignation of any employee of any Acquired Company could result in the termination of, reduction in, or any detrimental change to any Acquired Company’s relationship with any Material Customer; (vi) no Material Customer has materially reduced or has requested in writing or, to the Knowledge of the Sellers, orally to materially reduce, in either case, in the aggregate, the pricing of any good or service it purchases from the applicable Acquired Company, or, to the Knowledge of the Sellers, is there any other reason to believe that any Material Customer intends to do so; and (vii) no customer of any Acquired Company is reasonably expected to terminate its relationship with any Acquired Company as a result of the consummation of the transactions contemplated by this Agreement, including as a result of any change in ownership of the Acquired Companies or loss by any Acquired Company of any set-aside status or eligibility of such Acquired Company for any set-aside program. 41 4893-2596-7688v2 EMAIL\25717007 (b) Schedule 5.22(b) sets forth a true, correct and complete list of the fifteen (15) largest suppliers of the Acquired Companies on a consolidated basis (each, a “Material Supplier”), as measured by the dollar amount of purchases from such suppliers on an aggregate and consolidated basis, during each of the fiscal years ended June 30, 2020, June 30, 2021, June 30, 2022 and for the five (5)-month period ended November 30, 2022, showing the approximate total purchases by the Acquired Companies, on an aggregate and consolidated basis, from each such supplier, during such period. Except as set forth on Schedule 5.22(b), (i) all Material Suppliers continue to be suppliers to the applicable Acquired Company and none of such Material Suppliers has reduced materially its business with the applicable Acquired Company from the levels achieved during the fiscal year ended June 30, 2022, and, to the Knowledge of the Sellers, there is no reason to believe that any such reduction will occur; (ii) no Material Supplier has terminated its relationship with the applicable Acquired Company, nor has the applicable Acquired Company received any notice or other communication, nor, to the Knowledge of the Sellers, is there any other reason to believe, that any Material Supplier intends to do so; (iii) except for immaterial claims or disputes arising in the Ordinary Course of Business, no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any Material Supplier; (iv) no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any of its other suppliers that, individually or in the aggregate, could reasonably be anticipated to have a material adverse effect on the Acquired Companies’ businesses or result in any material liability for any Acquired Company; (v) to the Knowledge of the Sellers, there is no reason to believe that the resignation of any employee of any Acquired Company could result in the termination of, reduction in, or any detrimental change to any Acquired Company’s relationship with any Material Supplier; (vi) no Material Supplier has materially increased or requested in writing or, to the Knowledge of the Sellers, orally to materially increase, in either case, in the aggregate, the pricing of any good or service it sells to any Acquired Company, or, to the Knowledge of the Sellers, is there any other reason to believe that any Material Supplier intends to do so; and (vii) no Acquired Company has received any written (ornotice or other communication, nor to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any the Knowledge of the Products (including Sellers, is there any reduction in store count) or (ii) other reason to believe, that any Material Supplier being out intends to change its business practices or policies in a manner that could be adverse to any Acquired Company. No supplier to any Acquired Company represents a sole source of stocksupply of any type of equipment, goods or unable services (other than public utilities) to supply any, any Acquired Company in the operation of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsAcquired Companies’ businesses.

Customers and Suppliers. (a) Section 4.14(a) of the Seller Disclosure Schedule 4.17 sets forth a true, complete and correct list each of the top 10 third-party customers (aby revenue) the five (5) largest customers of the Business during (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (iA) the calendar year twelve-month period ended on December 31, 2023 and (iiB) the six (6) nine-month period ended on June September 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”), and together with (i) the revenues in each case, connection with the dollar volume of such ▇▇▇▇▇▇▇▇ for Business received from each such customer Material Customer, (ii) the amount for which each such Material Customer was invoiced during such period and (iii) the percentage of the total sales of the Business represented by sales to each Material Customer during such period, in each case, as determined in accordance with Seller’s accounting practices, policies and systems (and, in each case, excluding allocations of shared revenues which have otherwise been included in the Financial Information). (b) Section 4.14(b) of the ten Seller Disclosure Schedule sets forth a true, complete and correct list each of the top 10 third party suppliers (10by spend) largest suppliers, vendors, service providers or manufacturers for of the Business for (measured by aggregate payments) for each of (iA) the calendar year twelve-month period ended on December 31, 2023 and (iiB) the six (6) nine-month period ended on June September 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Supplier,” and ”), together with the dollar volume of purchases paid to each such Material CustomersSupplier in connection with the Business, the “Material Parties”), and in each case, the dollar volume of as determined in accordance with Seller’s purchases from each such supplieraccounting practices, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified policies and systems. (c) Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has not received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stocknotice, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each any oral statement, from any Material Customer or Material Supplier is in compliance in all material respects with all applicable Laws in respect that any such Material Customer or Material Supplier will not continue as a customer or supplier of the ProductsBusiness after the Closing; or that it intends to stop, decrease the rate of, adversely change the terms (whether related to payment, price or otherwise) of or otherwise modify in any material respect its business relationship with Seller or its Subsidiaries, as it relates to the Business.

Customers and Suppliers. Schedule 4.17 sets forth 11.1 In the 12 months ending with the date of this Agreement, the business of the Company or the US Subsidiary has not been materially affected in an adverse manner as a list result of any one or more of the following things happening to the Company or the US Subsidiary: (a) the five loss of any of its customers or suppliers; or (5b) largest a reduction in trade with its customers or in the extent to which it is supplied by any of its suppliers; or (c) a change in the Business terms on which it trades with or is supplied by any of its customers or suppliers. 11.2 The Disclosure Letter sets out (measured by i) each customer who has paid aggregate ▇▇▇▇▇▇▇▇) consideration to Company or the US Subsidiary for goods or services rendered in an amount greater than or equal to £75,000 for each of the two most recent financial years (i) collectively, the calendar year ended on December 31, 2023 “Material Customers”); and (ii) the six (6) month period ended on June 30amount of consideration paid by each Material Customer during such periods. Neither the Sellers, 2024 (each Person described in the foregoing clauses Company or the US Subsidiary has received any notice that any of the Material Customers has ceased, or intends to cease after Completion, to use the goods or services of the Company or the US Subsidiary or to otherwise terminate or materially reduce its relationship with the Company or the US Subsidiary. 11.3 The Disclosure Letter sets out (i) and (ii), a “Material Customer”), and each supplier to whom the Company or the US Subsidiary has paid consideration for goods or services rendered in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers an amount greater than or manufacturers for the Business (measured by aggregate payments) equal to £75,000 for each of the two most recent financial years (i) collectively, the calendar year ended on December 31, 2023 “Material Suppliers”); and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume amount of Seller’s purchases from each Material Supplier during such supplierperiods. Neither the Sellers, vendor the Company or manufacturer for such period. Since January 1, 2023, none the US Subsidiary has received any notice that any of the Material Parties have canceled Suppliers has ceased, or terminated intends to cease, to supply goods or demanded a material reduction services to the Company or change in the pricing US Subsidiary or other terms of to otherwise terminate or materially reduce its business relationship with the Business Company or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsUS Subsidiary.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule 4.22(a) sets forth all customers that accounted for 10% or more of the revenues of the Company or any of its Subsidiaries for the year ended August 31, 2005 ("Company Material Customers"). Except as set forth in Schedule 4.22(a), (i) all Company Material Customers continue to be customers of the Company or any of its Subsidiaries, as the case may be, and none of such Company Material Customers has reduced materially its business with the Company or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended August 31, 2005, and to the Knowledge of the Representing Sellers, no such reduction is currently expected to occur; (ii) no Company Material Customer has terminated its relationship with the Company or any of its Subsidiaries, as the case may be, or has threatened to do so; (iii) neither the Company nor any of its Subsidiaries is involved in any claim, dispute with any Company Material Customer; and (iv) neither the Company nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect on the Company or any of its Subsidiaries taken as a whole. (b) Schedule 4.22(b) sets forth the five (5) largest customers suppliers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller Company or any of its Affiliates of any intention to do either Subsidiaries for each of the foregoingyears ended August 31, 2005 ("Company Material Suppliers"). Except as set forth on in Schedule 4.174.22(b), (i) all Company Material Suppliers are currently suppliers of the Company or its Subsidiaries, as the case may be, and none of such Company Material Suppliers has reduced materially its business with the Company or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended August 31, 2005, and, to the Knowledge of the Representing Sellers, no such reduction will occur; (ii) no Company Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, as the case may be, or has threatened to do so; (iii) neither Seller the Company nor any of its Affiliates Subsidiaries is engaged involved in any material claim, dispute or controversy with any Company Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with Supplier; and (iv) neither the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller Company nor any of its Affiliates has received Subsidiaries is involved in any written (orclaim, to Seller’s Knowledge, oral) notice of (i) any planned dispute or contemplated full or partial de-listing of controversy with any of its other suppliers that, individually or in the Products (including any reduction in store count) or (ii) any aggregate could reasonably be expected to have a Material Supplier being out of stock, or unable to supply any, of Adverse Effect on the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsCompany and its Subsidiaries taken as a whole.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule ‎2.20(a) sets forth the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the top ten (10) largest suppliers, vendors, service providers or manufacturers Customers (by revenue) of the Company and its Subsidiaries for the Business (measured by aggregate payments) for each of (i) the calendar year years ended on December 31, 2023 2019 and 2020 (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesCustomers”), ) and in the amount of consideration paid to the Company or such Subsidiary by each case, Material Customer during such periods. To the dollar volume of SellerCompany’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none Knowledge as of the date hereof, no such Material Parties have canceled Customer has expressed in writing to the Company or terminated any Subsidiary (i) its intention to cancel or demanded a material reduction otherwise terminate, or change in the pricing or other terms of materially reduce, its business relationship with the Business Company or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except a Subsidiary, taken as set forth on Schedule 4.17a whole, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, that the Company or unable to supply any, such Subsidiary is in material breach of the Products (or terms of any components included therein)Contractual Obligation with any such Material Customer. To the Company’s Knowledge as of Sellerthe date hereof, no Material Customer 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 with respect to a material Contractual Obligation. (b) Schedule ‎2.20(b) sets forth the top ten (10) vendors to and/or suppliers of the Company and its Subsidiaries (by spend amount) for the years ended December 31, 2019 and 2020 (collectively, the “Material Suppliers”) and the amount of consideration paid to each Material Supplier by the Company or such Subsidiary during such periods. To the Company’s Knowledge as of the date hereof, no such Material Supplier has expressed in writing to the Company or any Subsidiary (i) its intention to cancel or otherwise terminate, or materially reduce, its relationship with the Company or a Subsidiary, taken as a whole, or (ii) that the Company or such Subsidiary is in compliance in all material respects with all applicable Laws in respect breach of the Productsterms of any Contractual Obligation with such Material Supplier. To the Company’s Knowledge as of the date hereof, 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 with respect to a material Contractual Obligation.

Customers and Suppliers. Schedule 4.17 sets forth a list 11.1 The definition in this paragraph applies in this agreement. Material Counterparty: any customer, client or supplier of ELEQT or any of the Subsidiaries that represented at least 5% of the total purchases or supplies made by or to ELEQT or any of the Subsidiaries during the period of 12 months ending on the date of this agreement. 11.2 In the period of 12 months ending on the date of this agreement: (a) no Material Counterparty has ceased, or threatened to cease to do business with, or reduced, or threatened to reduce in any material respect the five (5) largest customers extent to which it does business with, ELEQT or any of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and Subsidiaries; (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a there has been no material reduction or adverse change in the pricing basis or other terms of its on which any Material Counterparty does business relationship with the Business or notified Seller ELEQT or any of its Affiliates the Subsidiaries; and (c) the Business has not been materially affected in an adverse manner as a result of (either individually or in combination) the loss of, or reduction in trading with, any intention to do either customer, client or supplier of ELEQT or any of the foregoing. Except Subsidiaries, or a change in the terms on which any such customer, client or supplier does business with ELEQT or any of the Subsidiaries. 11.3 None of the matters referred to in paragraph 11.2 of Part 1 of this Schedule is likely to occur. 11.4 No customer, client or supplier accounted for more than 5% of the aggregate sales or purchases (as set forth applicable) made by ELEQT or any of the Subsidiaries during the period of 12 months ending on Schedule 4.17, neither Seller the date of this agreement. 11.5 The number of registered members (opt-in) on ELEQT’s platform as at Completion is not less than [ ]. 11.6 Neither ELEQT nor any of its Affiliates is engaged the Subsidiaries made any sales to any customers during the 2 year period ending on Completion where such sales were in any material dispute with way conditional on any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsfactors.

Customers and Suppliers. Schedule 4.17 sets forth a list Section 3.21 of the Transferor Disclosure Schedules lists the names of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (customers of Transferor and its Subsidiaries measured by the aggregate payments) for amount of revenue from customers with respect to the Transferred Business in respect of each of (i) the calendar year years ended on December 31, 2022 and 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i“Largest Customers”) and (iib) the twenty (20) largest suppliers of Transferor and its Subsidiaries measured by the aggregate amount of payments to suppliers with respect to the Transferred Business in respect of each of the years ended December 31, 2022 and 2023 (clauses (a) and (b), a “Material Supplier,” and together with the Material Customers, the “Material PartiesLargest Customers and Suppliers”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 20232022, none of the Material Parties have canceled Largest Customers and Suppliers has canceled, terminated, materially and adversely modified or terminated materially decreased its commercial relationship with Transferor or demanded a material reduction its Subsidiaries with respect to the Transferred Business or change has proposed in the pricing writing or other terms provided written notice of its business intent or consideration, or to the Knowledge of Transferor, threatened, to do the same. None of the Largest Customers and Suppliers has delivered a written notice in which it has communicated that it will not renew such customer’s or supplier’s Transferred Business relationship with Transferor at the Business or notified Seller or any of its Affiliates of any intention to do either end of the foregoingterm of the applicable Material Contract in effect with such party or that it intends to materially reduce its relationship, or adversely modify its relationship, with the Transferred Business. Except as set forth on Schedule 4.17Since January 1, 2022, neither Seller Transferor nor any of its Affiliates is engaged in Subsidiaries has received any material dispute with any Material Party andcomplaint concerning the products and services of the Transferred Business from a purchaser thereof, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor has Transferor nor any of its Affiliates has received Subsidiaries had any written (orsuch products returned by a purchaser thereof, other than complaints and returns that, individually or in the aggregate, would not reasonably be expected to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsbe material.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five The attached Schedule 6.18(a) lists (5i) largest customers each customer of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) accounting for more than 1% of the gross revenues of the Business for each of the two most recent fiscal years (i) and the calendar year ended on December 31revenues generated from such customer), 2023 and (ii) any additional current customers which Sellers reasonably anticipate shall account for more than 1% of the six gross revenues of the Business for the current fiscal year (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each casecollectively, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the "Material Customers, the “Material Parties”"), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.176.18(a), neither Seller nor any (i) all Material Customers continue to be customers of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or (ii) none of the Sellers has received any notice, nor is any Seller otherwise aware, that any Material Customer will reduce materially reduce or change the pricing or other terms of its business with the BusinessBusiness from the levels achieved during the year ended December 31, 2005 or the three-month period ended March 31, 2006; (iii) since the date of the Latest Balance Sheet, no Material Customer has terminated its relationship with the Business or, to the Sellers' knowledge, threatened to do so; (iv) since the date of the Latest Balance Sheet, no Material Customer has modified or, to the Sellers' knowledge, indicated that it intends to modify its relationship with the Business in a manner which is less favorable in any material respect to the Business or has agreed not to or, to the Sellers' knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business as of the date hereof; and (v) none of the Sellers is involved in any material claim, dispute or controversy with any Material Customers. Neither Seller nor No Material Customer has threatened to take any of its Affiliates the actions described in this Section 6.18(a) as a result of the transactions contemplated by this Agreement or the other Transaction Documents or otherwise. To Sellers' knowledge, since the date of the Latest Balance Sheet, there has been no other adverse change in the relationship between the Business and any Material Customer. (b) The attached Schedule 6.18(b) lists each vendor, supplier, service provider and other similar business relation of the Business from whom Sellers purchased greater than $50,000 in goods and/or services over the course of the 12 months ending December 31, 2004 or December 31, 2005, the amounts owing to each such Person, and whether such amounts are past due (the "Material Suppliers"). Except as set forth on Schedule 6.18(b), (i) all Material Suppliers continue to be suppliers of the Business; (ii) none of the Sellers has received any written notice, nor is any Seller otherwise aware, that any Material Supplier will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2005 or the three-month period ended March 31, 2006; (iii) since the date of the Latest Balance Sheet, no Material Supplier has terminated its relationship with the Business or, to Seller’s Knowledgethe Sellers' knowledge, oralthreatened to do so; (iv) notice since the date of the Latest Balance Sheet, no Material Supplier has modified or, to the Sellers' knowledge, indicated that it intends to modify its relationship with the Business in a manner which is less favorable in any material respect to the Business or has agreed not to or, to the Sellers' knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business on the date of hereof; and (iv) none of the Sellers is involved in any planned material claim, dispute or contemplated full or partial de-listing of controversy with any Material Supplier. No Material Supplier has threatened to take any of the Products (including any reduction actions described in store countthis Section 6.18(b) or (ii) any Material Supplier being out of stock, or unable to supply any, as a result of the Products (transactions contemplated by this Agreement or any components included therein)the other Transaction Documents or otherwise. To the Knowledge of SellerSellers' knowledge, each Material Supplier is in compliance in all material respects with all applicable Laws in respect since the date of the ProductsLatest Balance Sheet, there has been no other adverse change in the relationship between the Business and any Material Supplier.

Customers and Suppliers. (a) Schedule 4.17 3.23(a) sets forth a true, correct and complete list of (a) each supplier of goods or services to which the five (5) largest customers of Company collectively paid in the Business (measured by aggregate ▇▇▇▇▇▇▇▇) more than $1,000,000 for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) 12-month period ended on June 30, 2024 2010 or that has licensed material Intellectual Property to the Company (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerMajor Suppliers”), and together with, in each case, the dollar volume of amount paid to such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers Major Supplier for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) 12-month period ended on June 30, 2024 (2010. Schedule 3.23(a) also sets forth an accurate and complete list of each Person described customer of the Company from whom the Company received in the foregoing clauses aggregate more than $1,000,000 in collections or accounts receivable during the 12-month period ended June 30, 2010 (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material PartiesMajor Customers”), and together with, in each case, the dollar volume amount of Seller’s purchases collections and accounts receivable from each such supplier, vendor or manufacturer for Major Customer during such period. Since January 1. (b) Except as set forth in Schedule 3.23(b), 2023since March 31, none 2009, (i) no customer of the Material Parties have canceled Company to which the Company collectively paid in the aggregate more than $500,000 for any 12-month period nor any supplier from whom the Company received in the aggregate more than $500,000 in collections or accounts receivable during any 12-month period has terminated its relationship with the Company or demanded a material reduction materially reduced or change in adversely changed the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of Company and (ii) the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is Company has not engaged in any material dispute with any Material Party andsuch customer or supplier described in clause (i). (c) Except as set forth on Schedule 3.23(c), to Seller’s Knowledgethe Knowledge of the Company, no Material Party Major Customer or Major Supplier intends to terminate, materially limit or materially reduce its business relationship relations with the BusinessCompany, or to materially reduce or adversely change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein)Company. To the Knowledge of Sellerthe Company, each Material Supplier is in compliance in all material respects with all applicable Laws in respect the consummation of the Productstransactions contemplated by this Agreement and the Ancillary Documents would not reasonably be expected to have an adverse effect on the business relationship of the Company with any Major Customer or Major Supplier without giving effect to any actions taken by the Company or Parent following the Closing.

Customers and Suppliers. (a) Section 3.19(a) of the Disclosure Schedule 4.17 sets forth a true, correct and complete list of the ten (a) the five (510) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇dollar volume of sales attributable to such customers) of each of the FCC Business and CFT Business for each of (i) the calendar year twelve (12)-month period ended on December 31, 2023 and 2023, (ii) the six twelve (6) month 12)-month period ended on June December 31, 2024 and (iii) the nine (9)-month period ended September 30, 2024 2025 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerKey Customers”). (b) Section 3.19(b) of the Disclosure Schedule sets forth a true, correct and in each case, complete list of the twenty (20) largest suppliers (measured by dollar volume of purchases from such ▇▇▇▇▇▇▇▇ for each such customer during such period and (bsuppliers) the ten (10) largest suppliers, vendors, service providers or manufacturers for of the Business (measured by aggregate payments) for each of (i) the calendar year twelve (12)-month period ended on December 31, 2023 and 2023, (ii) the six twelve (6) month 12)-month period ended on June December 31, 2024 and (iii) the nine (9)-month period ended September 30, 2024 2025 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material PartiesKey Suppliers”). (c) Except as set forth in Section 3.19(c)(i) of the Disclosure Schedule, and in each case, since the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023Lookback Date, none of the Material Parties have canceled Key Customers or terminated or demanded a material reduction or change in Key Suppliers has notified the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of (including any intention Acquired Company), in writing, or to do either the Knowledge of the foregoingSeller, in any other manner, that it intends to cease or materially decrease purchasing from or selling to the Business or materially modify the terms on which it sells to or purchases from the Business (including any material changes in pricing or terms). Except as set forth in Section 3.19(c)(ii) of the Disclosure Schedule, since the Lookback Date, no Key Supplier or Key Customer has, (A) ceased or decreased materially its purchasing from or selling to the Business, (B) made any material adverse change in the terms and conditions on Schedule 4.17which it was doing business with the Seller and its Affiliates (including the Acquired Companies) with respect to the Business, neither or (C) materially altered or otherwise terminated, or to the Knowledge of the Seller, threatened to materially modify or otherwise terminate, its relationship with the Seller nor or any of its Affiliates is engaged in (including any material dispute Acquired Company) with any Material Party and, respect to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither There is no pending or, to the Knowledge of the Seller, threatened dispute or controversy with any Key Supplier or Key Customer, on the one hand, and the Seller nor or any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store countAcquired Company) or (ii) any Material Supplier being out of stockwith respect to the Business, or unable to supply any, of on the Products (or any components included therein)other hand. To the Knowledge of the Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect the consummation of the ProductsTransactions will not adversely affect the relationship of the Business with any of the Key Customers or Key Suppliers.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five The attached Schedule 3.21(a) lists (5i) largest customers each customer of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) accounting for more than 2% of the gross revenues of the Business for each of the two most recent fiscal years (i) and the calendar year ended on December 31revenues generated from such customer), 2023 and (ii) any additional current customers which the six (6) month period ended on June 30, 2024 (each Person described in Seller reasonably anticipate shall account for more than 2% of the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, gross revenues of the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers Business for the Business current fiscal year (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customerscollectively, the “Material PartiesCustomers”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.173.21(a), neither (i) all Material Customers continue to be customers of the Business, (ii) the Seller has not received any notice, nor any of its Affiliates is engaged in any material dispute with the Seller otherwise aware, that any Material Party andCustomer will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2006 or the two-month period ended February 28, 2007; (iii) since the Financial Statement Date, no Material Customer has terminated its relationship with the Business or, to the Seller’s Knowledge, threatened to do so; (iv) since the Financial Statement Date, no Material Party Customer has modified or, to the Seller’s knowledge, indicated that it intends to terminate, limit or reduce modify its business relationship with the Business in a manner which is less favorable in any material respect to the Business or has agreed not to or, to the Seller’s knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business as of the date hereof; and (v) the Seller is not involved in any material claim, dispute or controversy with any Material Customers. No Material Customer has threatened to take any of the actions described in this Section 3.21 as a result of the transactions contemplated by this Agreement or otherwise. To the Seller’s Knowledge, since the date of the Financial Statement Date, there has been no other adverse change in the relationship between the Business and any Material Customer. (b) The attached Schedule 3.21(b) lists each vendor, supplier, service provider and other similar business relation of the Business from whom the Seller purchased greater than $50,000 in goods and/or services over the course of the 12 months ending December 31, 2005 or December 31, 2006, the amounts owing to each such Person, and whether such amounts are past due (the “Material Suppliers”). Except as set forth on Schedule 3.21(b), (i) all Material Suppliers continue to be suppliers of the Business; (ii) the Seller has not received any notice, or nor is the Seller otherwise aware, that any Material Supplier will reduce materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of Business from the levels achieved during the year ended December 31, 2006 or the two-month period ended February 28, 2007; (iii) since the Financial Statement Date, no Material Supplier has terminated its Affiliates has received any written (relationship with the Business or, to the Seller’s Knowledge, oralthreatened to do so; (iv) notice since the date of the Financial Statement Date, no Material Supplier has modified or, to the Seller’s Knowledge, indicated that it intends to modify its relationship with the Business in a manner which is less favorable in any material respect to the Business or has agreed not to or, to the Seller’s Knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business on the date of hereof; and (iv) the Seller is not involved in any planned material claim, dispute or contemplated full or partial de-listing of controversy with any Material Supplier. No Material Supplier has threatened to take any of the Products (including any reduction actions described in store countthis Section 3.21(b) or (ii) any Material Supplier being out of stock, or unable to supply any, as a result of the Products (transactions contemplated by this Agreement or any components included therein)otherwise. To the Knowledge of Seller’s knowledge, each Material Supplier is in compliance in all material respects with all applicable Laws in respect since the date of the ProductsFinancial Statement Date, there has been no other adverse change in the relationship between the Business and any Material Supplier.

Customers and Suppliers. Schedule 4.17 (a) Section 3.23 of the Company Disclosure Letter sets forth a true and complete list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the top ten (10) largest suppliers, vendors, service providers or manufacturers for customers and the Business top ten (10) suppliers of the Company (as measured by aggregate paymentsthe revenue or sales from such customer or supplier) for each of (i) during the calendar year 12-month periods ended on December 31, 2023 2004, December 31, 2005 and (ii) the six (6) 9-month period ended on June as of September 30, 2024 (each Person described in 2006. Set forth opposite the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume name of Seller’s purchases from each such supplier, vendor or manufacturer for customer is the percentage of consolidated net sales attributable to such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. customer. (b) Except as set forth on Schedule 4.17Section 3.23 of the Company Disclosure Letter, neither Seller nor any as of its Affiliates is engaged in any the date hereof, no customer that accounted for more than five percent of the Company's consolidated revenues from continuing operations during the 12-month periods ended December 31, 2004, December 31, 2005 and the 9-month period ended as of September 30, 2006, and no material dispute with any Material Party andsupplier of the Company, (i) has cancelled or otherwise terminated or, to Seller’s Knowledgethe Knowledge of the Company, no Material Party intends threatened or indicated its intention to terminate, limit or reduce its business relationship any material contract with the BusinessCompany or any Subsidiary of the Company prior to the expiration of the contract term, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates (ii) has received any written (returned, or, to Seller’s Knowledgethe Knowledge of the Company, oral) notice of (i) any planned threatened or contemplated full or partial de-listing indicated its intention to return, a material amount of any of the Products (including products, equipment, goods and services purchased from the Company or any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, Subsidiary of the Products Company, (iii) has canceled or any components included therein). To terminated or, to the Knowledge of Sellerthe Company, each Material Supplier is in compliance in all material respects indicated its intention to cancel or otherwise terminate its relationship with all applicable Laws in respect the Company or any Subsidiary of the ProductsCompany including, without limitation, as a result of the transactions contemplated by this Agreement, or (iv) has ceased or materially reduced or, to the Knowledge of the Company, threatened or indicated an intention to cease or materially reduce its purchase from or sale to the Company or any Subsidiary of the Company of any products, equipment, goods or services, including, without limitation, as a result of the transactions contemplated by this Agreement. (c) Neither the Company nor any Subsidiary has (A) breached, in any material respect, any agreement with or (B) engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any of its Subsidiaries. All material purchase and sale orders and other commitments for purchases and sales made by the Company and its Subsidiaries have been made in the ordinary course of business in accordance with past practices and no material payments have been made to any customer, supplier or any of their representatives other than payments to such suppliers for the invoiced price of supplies purchased in the ordinary course of business.

Customers and Suppliers. (a) Schedule 4.17 sets forth 4.28 (a) contains for each Company, as of December 5, 2002, a true, accurate and correct list of (ai) those twenty-five (25) customers that purchased the most product (in terms of gross sales) since December 31, 2001, and showing the gross sales of Company products to each such customer during that period (the "Customers"), (ii) those customers who during the course of any year in any of the past five (5) largest years have purchased products from the Company equal to or in excess of $100,000 for which such Company is currently in a competitive bid process, and (iii) those Customers for which such Company is negotiating new terms and conditions (provided no pricing terms will be disclosed to the Buyers prior to the Closing). The Seller Parties have delivered to the Buyers a true, accurate and complete list, as of December 5, 2002, of any significant customers of the Business Companies (measured by aggregate ▇▇▇▇▇▇▇▇) for each including, without limitation, those of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described type set forth in the foregoing clauses (i) and or (ii)) above) from whom, a “Material Customer”), and in each caseto the Knowledge of the Sellers, the dollar volume of Seller Parties has received any written notice or any oral notice, that such ▇▇▇▇▇▇▇▇ for each such customer during such period and Company has ceased, or will cease, to do business with the Companies or will substantially reduce its business with the Companies. (b) the ten (10Schedule 4.28(b)(1) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) contains for each Company, as of December 5, 2002, a true and correct list of those twenty-five (25) suppliers that have supplied the most product (in terms of amounts paid by a Company to a supplier) since December 31, 2001, and showing the amounts paid to each such supplier during that period (the "Suppliers"). None of the Seller Parties has received any written notice or, to the Knowledge of the Sellers, any oral notice (i) that any significant supplier of the calendar year ended on December 31Companies (including, 2023 and without limitation, the Suppliers) has ceased, or will cease, to supply products to the Companies or will substantially reduce its supply of products to the Companies, or (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except except as set forth on Schedule 4.17, neither Seller nor 4.28(b)(2) that any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsinstituting price increases.

Customers and Suppliers. Schedule 4.17 (a) Section 3.20(a) of the Schedules sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the top ten (10) largest supplierscustomers of the Companies, vendorsmeasured by revenues generated by the Companies, service providers or manufacturers for the Business (measured year ended December 31, 2012, showing the approximate total sales by aggregate paymentseach Company to each such customer. Except as provided on Section 3.20(a) for each of the Schedules, from the Balance Sheet Date to the date of this Agreement, (i) the calendar year ended no customer set forth on December 31, 2023 and (iiSection 3.20(a) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or Schedules has terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business Companies or, except in the Ordinary Course of Business, materially reduced, or notified Seller or any of changed the terms of, its Affiliates of any intention to do either of business with the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party Companies and, to Seller’s Knowledge, knowledge and (ii) no Material Party customer set forth on Section 3.20(a) of the Schedules has notified the Companies that it intends to terminateterminate or, limit or reduce its business relationship with except in the Ordinary Course of Business, or materially reduce reduce, or change the pricing or other terms of of, its business with the Companies. (b) Section 3.20(b) of the Schedules sets forth a list of the top ten (10) suppliers of the Companies, measured by expenditures made by the Companies, for the year ended December 31, 2012, showing the approximate total expenditures by the Companies to each such supplier. Except as provided on Section 3.20(b) of the Schedules, from the Balance Sheet Date to the date of this Agreement, (i) no supplier listed on Section 3.20(b) of the Schedules has terminated its relationship with the Companies or, except in the Ordinary Course of Business. Neither Seller nor any of , materially reduced, or changed the terms of, its Affiliates has received any written (orbusiness with the Companies and, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or knowledge and (ii) any Material Supplier being out no supplier listed on Section 3.20(b) of stockthe Schedules has notified the Companies that it intends to terminate or, except in the Ordinary Course of Business, materially reduce, or unable to supply anychange the terms of, of its business with the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the ProductsCompanies.

Customers and Suppliers. (a) Section 4.19(a) of the Company Disclosure Schedule 4.17 sets forth a list of each customer that accounted for revenues to the Company and its subsidiaries in the aggregate of more than one hundred thousand dollars (a$100,000) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) during the six (6) month period months ended on June 30, 2024 2003 (each Person described in the foregoing clauses (i) and (iia "Major Customer"), a “Material Customer”), and together with in each case, case the dollar volume amount of such ▇▇▇▇▇▇▇▇ for revenues generated from each such customer Major Customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17in Section 4.19(a) of the Company Disclosure Schedule, neither Seller the Company nor any of its Affiliates subsidiaries is engaged in any material dispute with any Material Party andMajor Customer, and no Major Customer has provided the Company with written notice of termination of such Major Customer's business relationship with the Company or any of its subsidiaries. Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to Seller’s Knowledgethe knowledge of the Company, no Material Party Major Customer intends to terminate, materially limit or reduce its business relationship relations with the Business, Company or materially reduce or change the pricing or other terms any of its business subsidiaries. (b) Section 4.19(b) of the Company Disclosure Schedule sets forth a list of each supplier of goods or services to the Company and its subsidiaries (including the content providers) (i) who is a supplier of critical or key elements (including with respect to the BusinessCompany Proprietary Assets) for the operation of the businesses of the Company and its subsidiaries or (ii) to whom the Company and its subsidiaries paid in the aggregate more than fifty thousand dollars ($50,000) during the six months ended June 30, 2003 (each a "Major Supplier"), together with in each case the amount paid to each Major Supplier during such period. Neither Seller Except as set forth in Section 4.19(b) of the Company Disclosure Schedule, neither the Company nor any of its Affiliates subsidiaries is engaged in any material dispute with any Major Supplier, and no Major Supplier has received provided the Company with written notice of termination of such Major Supplier's business relationship with the Company or any written (orof its subsidiaries. Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to Seller’s Knowledgethe knowledge of the Company, oral) notice of (i) any planned no Major Supplier intends to materially limit or contemplated full reduce its business relations with the Company or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsits subsidiaries.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17in Section 5.22(a) of the Parent Disclosure Schedule, neither Seller (i) Parent nor any Parent Subsidiary has received notice from any customer, or group of its Affiliates customers that are under common ownership or control, that (A) accounted for at least $500,000 of the aggregate products and services furnished by Parent and the Parent Subsidiaries in the fiscal year ended December 31, 2003 or (B) that is engaged expected to account for at least $500,000 of the aggregate products and services to be furnished by Parent and the Parent Subsidiaries in the fiscal year ending December 31, 2004, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has reduced or shall reduce purchases of, or has sought or is seeking to reduce the price it shall pay for, Parent’s or any Parent Subsidiary’s products or services, nor (ii) has the Parent or any Parent Subsidiary received notice from any supplier, or group of suppliers that are under common ownership or control, that (A) accounted for at least $2,000,000 of the aggregate goods and services purchased by Parent or any Parent Subsidiary in the fiscal year ended December 31, 2003 or (B) that is expected to account for at least $2,000,000 of the aggregate goods and services purchased by Parent and the Parent Subsidiaries in the fiscal year ending December 31, 2004, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to Parent or any Parent Subsidiary, or has materially reduced or will materially reduce the supply of, or has sought or is seeking to materially increase the price it charges for, goods or services supplied to Parent or a Parent Subsidiary. (b) Except as set forth in Section 5.22(b) of the Parent Disclosure Schedule, and except for requests for call detail records for billing purposes, neither Parent nor any Parent Subsidiary is, as of the date hereof, involved in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Businesswith, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of an intention to dispute 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 Parent or any Parent Subsidiary does business, (i) with respect to any planned customer, or contemplated full group of customers that are under common ownership or partial de-listing control, (A) which involves an aggregate amount in excess of any $500,000 in the fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of $500,000 in the Products (including any reduction in store count) fiscal year ending December 31, 2004, or (ii) with respect to any Material Supplier being out of stocksupplier, or unable group of suppliers that are under common ownership or control, (A) which involves an aggregate amount in excess of $2,000,000 in the fiscal year ended December 31, 2003 or (B) is expected to supply anyinvolve an aggregate amount in excess of $2,000,000 in the fiscal year ending December 31, of the Products (2004, relating to any transactions or commitments made, or any components included therein). To contracts or agreements entered into, by Parent or any Parent Subsidiary, on one hand, and such Person, on the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Productsother hand.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) (a) the five (5Schedule 5.23(a) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) Wejo Disclosure Schedules lists the ten (10) largest supplierscustomers (by volume in dollars of sales to such customers) of the Acquired Companies on a consolidated basis during the twelve (12) months ended December 31, vendors2020 (the “Material Customers”). No Material Customer has (i) terminated its relationship with any Acquired Company, service providers (ii) reduced its business with any Acquired Company or manufacturers for adversely modified its relationship with any Acquired Company, (iii) notified any Acquired Company of its intention to take any such action and to the Business knowledge of Wejo, no such Material Customer is contemplating such an action, or (iv) to the knowledge of Wejo, become insolvent or subject to bankruptcy proceedings. (b) Schedule 5.23(b) of the Wejo Disclosure Schedules lists the ten (10) largest suppliers and vendors (measured by aggregate paymentsdollar volume of purchases) for each of the Acquired Companies on a consolidated basis during the twelve (12) months ended December 31, 2020 (the “Material Suppliers”). No Material Supplier has (i) the calendar year ended on December 31terminated its relationship with any Acquired Company, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of reduced its business with the Business. Neither Seller nor any Acquired Company or adversely modified its relationship with any Acquired Company, (iii) notified any Acquired Company of its Affiliates has received intention to take any written (orsuch action and to the knowledge of Wejo, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each no such Material Supplier is in compliance in all material respects with all applicable Laws in respect contemplating such an action, or (iv) to the knowledge of the ProductsWejo, become insolvent or subject to bankruptcy proceedings.

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Schedule 3.8(a) sets forth the five (5) largest customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) for each names of (i) the calendar year ended top one hundred (100) Customers based on December 31, 2023 the revenues of the Company (on a consolidated basis) (the “Top Customers”) and (ii) all of the six Distributors (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material CustomerSpecified Distributors”), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (iA) fiscal year 2022 and (B) the calendar year eleven-months ended on December 31November 30, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, names of any persons or entities with which the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor Company has (or manufacturer for such period. Since has had since January 1, 2023, none 2022) a material strategic partnership or similar relationship with respect to the sale of the Material Parties have canceled Products or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either services of the foregoingCompany (“Partners”). Except as set forth on Schedule 4.173.8(a), neither Seller nor no Top Customer, Specified Distributor or Partner of the Company has cancelled, not-renewed or otherwise terminated its relationship with the Company or has materially decreased its usage or purchase of the services or Products of the Company. No Top Customer, Specified Distributor or Partner has, to the knowledge of the Company, any plan or intention to terminate, not-renew, cancel or otherwise materially and adversely modify its relationship with the Company or to decrease materially or limit its usage, purchase or distribution of the services or Products of the Company. (b) Schedule 3.8(b) lists the (i) name of each vendor, supplier, service provider and other similar business relation of the Company (including any such vendor, supplier, service provider and other similar business relation that has a Contract with Parent or any of its Affiliates is engaged in any material dispute with any Material Party and, pursuant to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with which the BusinessCompany receives, or materially reduce receives the benefit of, any goods, services or change any other benefit or has any Liabilities) (collectively, “Suppliers”) from whom the pricing Company purchased or other terms received the benefit of its business with greater than $20,000.00 in goods or services over the Business. Neither Seller nor course of the 12 months ending December 31, 2022 and/or the 11 months ending November 30, 2023 (the “Supplier Spend Amount”), (ii) a description of the services provided by such Person to or for the benefit of the Company, (iii) the amount paid to such Person by Parent or any of its Affiliates has received any written (orover the course of the 12 months ending December 31, 2022 and the 11 months ending November 30, 2023 and a good faith estimate as to Seller’s Knowledgethe percentage of such amount which relates to goods, oral) notice services or other benefits that were provided to or for the benefit of (iA) the Company and (B) any planned of Parent or contemplated full or partial de-listing its Affiliates other than the Company, (iv) the amounts owing to each such Person as of November 30, 2023, and whether such amounts are past due by the Company. The Company has not received written notice from any such Person to the effect that, and to the knowledge of the Products (including Company, no such Supplier has any reduction in store count) plan or (ii) any Material Supplier being out of stockintention to stop, materially decrease the rate of, or unable materially change the terms (whether related to supply anypayment, price or otherwise) with respect to, supplying materials, products or services to the Company (whether as a result of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect consummation of the Productstransactions contemplated by this Agreement, the Ancillary Agreements or otherwise).

Customers and Suppliers. Schedule 4.17 sets forth a list of (a) Set forth on Schedule 3.17(a)(1) are complete and accurate lists of the five (5) largest top 20 distributor, wholesale account, travel retail account or any other non-direct retail customers of the Business (measured by aggregate ▇▇▇▇▇▇▇▇) Companies and the Company Subsidiaries for each of fiscal year since January 1, 2009 through the date hereof, based upon sales revenue during each such fiscal year (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii)each, a “Material Customer”“), and in each case, the dollar volume of such ▇▇▇▇▇▇▇▇ for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.173.17(a)(2), neither as of the date hereof, (i) none of the Material Customers has ceased purchasing products from the Business or materially reduced its level of purchases from the Business; (ii) there has been no material change in pricing or pricing structure (other than ordinary course changes made as a result of changes in commodity prices) with any Material Customer; (iii) none of the Material Customers has threatened in writing, or, to the Knowledge of the Seller nor Group, notified any Company or any Company Subsidiary of any intention to terminate or materially alter its Affiliates is engaged in relationship with such Company or any Company Subsidiary; and (iv) to the Knowledge of the Seller Group, there has been, and there is, no material dispute with any Material Party andCustomer. (b) Set forth on Schedule 3.17(b)(1) is a complete and accurate list of each of the Companies’ and the Company Subsidiaries’ suppliers which accounts for greater than $2,500,000 per year in purchases since January 1, 2009 through the date hereof (each, a “Material Supplier”). Except as set forth on Schedule 3.17(b)(2), as of the date hereof, (i) none of the Material Suppliers has ceased supplying products to Seller’s Knowledge, no Material Party intends the Business or materially reduced its level of sales to terminate, limit or reduce its business relationship with the Business, or materially reduce or ; (ii) there has been no material change the in pricing or pricing structure (other terms than ordinary course changes made as a result of its business changes in commodity prices) with any Material Supplier; (iii) none of the Business. Neither Seller nor any of its Affiliates Material Suppliers has received any written (threatened in writing, or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Sellerthe Seller Group, each Material Supplier is in compliance in all material respects notified any Company or any Company Subsidiary of any intention to terminate or materially alter its relationship with all applicable Laws in respect such Company or any Company Subsidiary; and (iv) to the Knowledge of the ProductsSeller Group, there has been, and there is, no material dispute with any Material Supplier.