Common use of Validity; Enforceability Clause in Contracts

Validity; Enforceability. 3.3.1 This Agreement has been executed by the parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted pursuant to this Agreement shall be construed to be in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by the California Public Utilities Commission (CPUC) for all purposes. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreement, to be a “writing” or “in writing” and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 The conduct of the parties pursuant to this Agreement, including the use of Signed Documents properly transmitted pursuant to this Agreement, shall, for all legal purposes, evidence a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are in writing and signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.

Validity; Enforceability. 3.3.1 This Agreement has been executed by Exhibit evidences the mutual intent of the parties to evidence their mutual intent to create a binding purchase and sale obligations obligation pursuant to the electronic transmission and receipt of Documents documents, specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Transaction Sets in written form may be fulfilled by a transmission. pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Transaction Sets in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by the California Public Utilities Commission (CPUC) for all purposes. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related written form to the other party. Any Transaction Set properly transmitted pursuant to this Agreement Exhibit, including without limitation Exhibit P-1 ("Signed Documents"), shall be considered, . in connection with any Transaction, any other written agreement described in Section 3.1transaction, or this AgreementExhibit, to be a “"writing” or “in writing” " and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “"signed” " and to constitute consume an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 ("Formal Requirements: Statute of Frauds"), shall not apply to Transaction Sets covered by this Exhibit since hard copies of Transaction Sets will not be issued, and the parties further agree that said Transaction Sets shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this AgreementExhibit, including the use of Signed Documents properly transmitted pursuant to this AgreementExhibit, shall, for all legal purposes, evidence a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 Exhibit. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.. EXHIBIT P-1

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by the California Public Utilities Commission (CPUC) for all purposeswritten form to other party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed ("Signed Documents") and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “"writing” " or “"in writing” " and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “"signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 ("Formal Requirements: Statue of Frauds"), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Fraud. The conduct of the parties pursuant to this AgreementExhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing an a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.. Award Letter March 27, 1997 Xxxx Xxxxxx Network Peripherals, Inc. 0000 XxXxxxxx Xxxxxxxxx Milpitas, CA 95035 Dear Xxxx, Sun is pleased to notify you that Network Peripherals, Inc. ("Supplier") has been selected as a supplier of FDDI PCI products ("Product") subject to your agreement to the following terms ("Agreement"):

Validity; Enforceability. 3.3.1 a. This Agreement has been executed by the parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted pursuant to this Agreement shall be construed to be in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by the California Public Utilities Commission (CPUC) for all purposes. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 b. Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1Appendix 1, or this Agreement, to be a “"writing” " or “in m writing” "; and any such Document when containing, or to which there is affixed, a Signature (“"Signed Documents”") shall be deemed for all purposes (a) to have been “"signed” " and (b) to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 c. The conduct of the parties pursuant to this Agreement, including the use of Signed Documents properly transmitted pursuant to this Agreement, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement Agreement, any Transaction and any other written agreement described in Section 3.1Appendix 1. 3.3.5 The d. Without waiving other defenses either party may have, the parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether requirements for certain agreements are to be in writing and or signed by the party to be bound therebythereby in order to be valid or enforceable. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.. STANDARDS ANSI ASX X.12 (American National Standards Institute, Accredited Standards Committee X.12) Selected Standards include, as applicable, all data dictionaries, segment dictionaries and transmission controls referenced in those standards but include only the Transaction Sets listed in the DOCUMENTS Section of this Appendix --------- below. DOCUMENTS --------- ACCEPTANCE DOCUMENT Verification Acceptance Document Name Transaction Document Name or Required Required Transaction or Set # Description (Y/N) (Y/N) Set # Description 850 Purchase Order Yes Yes 855 P/O Acceptance 997 Functional No No N/A N/A Acknowledgement 855 Purchase Order Yes No N/A N/A Acceptance 856 Shipping Advice Yes No N/A N/A 810 Invoice Yes No N/A N/A 820 Payment Yes No N/A N/A 832 Price/Sales Yes No N/A N/A Catalog 852 Product Activity Yes No N/A N/A Data Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT C MANUFACTURERS' POLICIES AND WARRANTIES Certain manufacturers require prior approval for defective returns and may also have policy stipulations that the customer must follow prior to returning defective product. Some manufacturers may also require that the customer obtain a vendor's Return Merchandise Authorization from them prior to returning he defective product. The manufacturers and their policies are listed below for your convenience. REFER DIRECT TO VENDORS ***** ****************** ** ******* ***** ****************** ** ******* ******* **** ***** ****************** ** ******* ****** ****** ****** ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ********* **** ***** ****************** ** ******* ****** ******** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT C, Continued REFER DIRECT TO VENDORS ***** ****************** ** ******* ****** ****** ****** ***** ****** ***** ****************** ** ******* ******* ******* **** ***** ****************** ** ******* ***** ****************** ** ******* ***** ****************** ** ******* ****** ************** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** ****** ***** ****************** ** ******* ****** ****** ****** ***** ****************** ** ******* ***** ***** ****************** ** ******* ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ********* **** ***** ****************** ** ******* ***** ***** ****************** ** ****** ***** ****************** ** ****** Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. OTHER VENDOR POLICIES ***** ****************** ** ******* ***** ****************** ** ******* ******* **** ***** ****************** ** ******* ****** ****** ****** ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ********* **** ***** ****************** ** ******* ****** ******** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. OTHER VENDOR POLICIES ***** ****************** ** ******* ***** ****************** ** ******* ******* **** ***** ****************** ** ******* ****** ****** ****** ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ****** ********* **** ***** ****************** ** ******* ****** ******** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** **** ***** ****************** ** ******* ***** ****************** ** ******* ****** Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT C, Continued OTHER VENDOR POLICIES MASS STORAGE PRODUCTS SAGGED ********************* ******************************** ***************** ******************************** ******************************** *************************** MEMORY PRODUCT *********************** *********************** ****** SOFTWARE LICENSES ******************************* CONFIGURATION PRODUCTS ******************************* ******************* ******************************* ******************* ******************* OEM DIVISION ******************************* MICROSOFT ******************************* ******************************* ************************* Vendor information is subject to change without notice. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT C-1 MANUFACTURER REFER DIRECT POLICIES AND WARRANTIES ***************************************************************************** *************************************************************************** *********: Vendor Vendor Phone Number(s) Name Number Additional Notes ************ ********* ******** ******************* ************ ********* ******** ************ ********* ******** ******************* ************ ********* ******** ************ ********* ******** ******************* ***** ************ ********* ******** ******************* ************ ********* ******** ******************* ******************* ***** ************ ********* ******** ************ ********* ******** ******************* ******************* ******************* ***** ************ ********* ******** ************ ********* ******** ******************* ************ ********* ******** ******************* Notes: This list is subject to change without notice. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT D ***************************************************************************** ********************* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******* ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** Notes: This list is subject to change without notice. EXHIBIT E XXXXXX MICRO PRICE PROTECTION REQUEST INVENTORY CERTIFICATION FORM Return this form to Xxxxxx Micro Customer Service, 0000 X. Xx. Xxxxxx Xxxxx, Santa Ana, CA 00000-0000 or fax documentation to (000) 000-0000 for Branches 10 and 50 or (000) 000-0000 for Branches 20, 30, 40, 60, and 70. ----------------------------- ----------------------------------- Dealer Name Customer Number ----------------------------- ----------------------------------- Address Store Number ----------------------------- ----------------------------------- City, State and Zip Code Contact Name ----------------------------- ----------------------------------- Telephone Number Fax Number -------------------------------------------------------------------------------- VENDOR NAME: -------------------------------------------------------------------------------- Xxxxxx Micro Product Credit Amount Quantity Part Number Description (Xxxxxx Micro Use) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please attach additional Xxxxxx Micro Part Number). One vender per form please. DEALER CERTIFICATION I certify that the above inventory was on-hand and/or in transit as of the close of business on the date below. I will retain records for six (6) months to substantiate these inventory levels and will allow the manufacturer access to my premises to inspect current physical inventory and records at the manufacturer's discretion. ----------------------------- ----------------------------------- Authorized Signature (Required) Title ----------------------------- ----------------------------------- Print Name Date Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Note: This certification must be completed and submitted to Xxxxxx Micro Customer Service within *************** business days of manufacturer's price decrease. -------------------------------------------------------------------------------- Xxxxxx Micro Use Only: -------------------------------------- ------------------------------------ Customer Service Representative's Name Approvals -------------------------------------- ------------------------------------ Reference Number Amount -------------------------------------- ------------------------------------ Date Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT F PC CONNECTION DAYS SALES OUT ("DSO") CALCULATION Ingram will calculate PC Connection's DSO, as follows: PC Connection's ******************************************** *************************** (equals the ************ balance) *********************** (equals the******************************* sales) *********************** number of days in the prior month (equals the number of days remaining) ****** the number of days in the current month Equals the DSO expressed in days. Example: ***** bal **** Sales ********* - ********* ----------------------- # days in days days in ******** Sales Remaining **** prior month remaining curr. month DSO ********* = **** ** 28. = 3.44 ** 28. = ****** PC Connection's DSO accounts receivable number may be adjusted as compensation for verifiable misshipments, as set forth in Section 5.D of this Agreement. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. XXXXXX MICRO AMENDMENT #1 August 29, 1997 Resale Agreement Confidential XXXXXX MICRO INC. ("Ingram") and PC CONNECTION ("PC Connection") hereby agree to amend their mutual Resale Agreement, including any subsequent Amendments, as follows: 1. Add the following to Section 8:

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by written form to the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed ("Signed Documents") and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “"writing” " or “"in writing” " and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “"signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 ("Formal Requirements: Statute of Frauds"), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this AgreementExhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by written form to the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed ("Signed Documents") and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “"writing” " or “"in writing” " and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “"signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 ("Formal Requirements: Statute of Frauds"), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this Agreementexhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence , subject to the terms and documents electronically transmitted conditions of this Agreement. During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by written form to the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed ("Signed Documents") and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “"writing” " or “"in writing” " and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “"signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 ("Formal Requirements: Statute of Frauds"), shall not apply to Documents covered by this exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including the Statute of Frauds. The conduct of the parties pursuant to this Agreementexhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form. A. UPSIDE SUPPORT Upside Support: B. DEMAND REPLENISHMENT PROGRAM 1. Without limiting Infortrend's liability to Dot Hill or third parties in any way, Infortrend, at its sole cost and expense, agrees to continuously maintain the following insurance coverages throughout the Term of this Agreement and for [...***...] thereafter: [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. A. All insurance coverages required by federal, state or local laws and statutes, including Worker's Compensation insurance, for statutory limits. This insurance shall include a Waiver of Subrogation for the benefit of Dot Hill. B. Employer's liability insurance, including Bodily Injury coverage, with a per person/per accident coverage limit of at least U.S. [...***...

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by written form to the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed (“Signed Documents”) and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “writing” or “in writing” and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been bean “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 (“Formal Requirements: Statute of Frauds”), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this AgreementExhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in , furtherance of -of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.. Computer Systems/USA/ Master External Manufacturing Agreement 60342482v1 2 Version, April 26, 1999 ff Rev. September 21, 1999 ff Mitac International Corporation

Validity; Enforceability. 3.3.1 This Agreement has been executed by the The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. 3.3.2 The parties agree that correspondence and documents electronically transmitted . During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this Agreement Exhibit. However, either party shall be construed have the option, at its discretion, to be transmit Documents in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by written form to the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed (“Signed Documents”) and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “writing” or “in writing” and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been bean “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 . The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 (“Formal Requirements: Statute of Frauds”), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this AgreementExhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in , furtherance of -of this Agreement and any other agreement described in Section 3.1. 3.3.5 Document. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.. Computer Systems/USA/ Master External Manufacturing Agreement 60342482v1 2 Version, April 26, 1999 ff Rev. September 21, 1999 ff Mitac International Corporation Exhibit B Customer Support Provisions

Validity; Enforceability. 3.3.1 This Agreement has been executed by the 4.2.1 The parties to evidence acknowledge their mutual intent to create binding purchase purchase, sale and sale payment obligations pursuant to the by means of electronic transmission and receipt of Documents specifying certain of the applicable terms. During the term of the Agreement, all obligations concerning the delivery of such Documents in written form may be satisfied by a transmission pursuant to the terms of this exhibit. 3.3.2 The parties agree that correspondence and documents electronically transmitted pursuant 4.2.2 Either party shall have the option, at its discretion, to this Agreement shall be construed transmit Documents in written form to be in conformance with all customer billing requirements set forth in PG&E's tariffs as approved by the California Public Utilities Commission (CPUC) for all purposesother party. Notwithstanding anything contained in Section 2.1 herein, utility bills are due and payable as soon as PG&E initiates transmission to Trade Partner and will be considered past due if not paid within fifteen (15) days of the date PG&E initiates the transmission. 3.3.3 Any Document and any information related to the Transaction properly transmitted pursuant to this Agreement these terms shall be deemed (“Signed Documents”) and shall be considered, in connection with any Transaction, any other written agreement described in Section 3.1, or this Agreementtransaction, to be a “writing” or “in writing” and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes to have been “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 3.3.4 4.2.3 The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 (“Formal Requirements: Statute of Frauds”), shall not apply to Documents covered by this Exhibit since hard copies of Documents will not be issued and the parties further agree that said Documents shall be deemed to satisfy any statutory or legal formalities requiring that agreements be in writing, including, but not limited to the Statute of Frauds. The conduct of the parties pursuant to this Agreementexhibit, including the use of Signed Documents properly transmitted pursuant to this Agreementtransmitted, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement and any other agreement described in Section 3.1Document. 3.3.5 4.2.4 The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are to be in writing and or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper paper, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents were not originated or maintained in documentary form.