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 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 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 the defective product. The manufacturers and their policies are listed below for your convenience. REFER DIRECT TO VENDORS Y= Yes * See last column for details YPH = Yes Purchase History UPDATED as of April 10, 1997 ----------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS & IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL ADDITIONAL VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER VENDOR NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS ----------------------------------------------------------------------------------------------------------------------------------- 1139 ADIC Y ▇▇▇-▇▇▇-▇▇▇▇ 4739, 2015 ALLIED TELESYSN Y 800-428-4835 Refer Direct. No open box returns. 7093 APPLE/EXPORT Y ▇▇▇-▇▇▇-▇▇▇▇ No stock balancing on this Vendor ID. No defective returns through IM. 7455 ASCEND COMM Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct. No open box returns. 5067 BANYAN Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct. No open box returns. 9109, 2417 CALCOMP/DEMOS Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct for all reasons. 6253 CISCO Y ▇▇▇-▇▇▇-▇▇▇▇ 3797 COMPAQ Y ▇▇▇-▇▇▇-▇▇▇▇ LATIN AMERICA 3126 CREATIVE LABS Y 405-742-6622 Refer Direct. No OEM open box returns. 3368 DATA PRODUCTS *Y ▇▇▇-▇▇▇-▇▇▇▇ *Printers are Refer Direct. 2278 FARGO Y ▇▇▇-▇▇▇-▇▇▇▇ Vendor RA ELECTRONICS required on printers. 2314 GCC Y ▇▇▇-▇▇▇-▇▇▇▇ TECHNOLOGIES 1614, 3696 HEWLETT Y ▇▇▇-▇▇▇-▇▇▇▇ 30 day stock PACKARD balance returns. 6045 IBM/AAP Y ▇▇▇-▇▇▇-▇▇▇▇ 3118 IBM MEMORY Y ▇▇▇-▇▇▇-▇▇▇▇ Refer direct for DOA and defective returns. 1889, 2374 IBM SYSTEMS *Y ▇▇▇-▇▇▇-▇▇▇▇ *Defective options may be 1634, 2634 returned for 90 9092 days. 2101 IBM TERMINALS Y ▇▇▇-▇▇▇-▇▇▇▇ 7425 INFOCUS Y ▇▇▇-▇▇▇-▇▇▇▇ 7051 JES HARDWARE Y 800-482-1866 SOLUTIONS 7090 LUCENT Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct. No TECHNOLOGY open box returns. 1252, 9768 ▇▇▇▇▇ NETWORKS Y ▇▇▇-▇▇▇-▇▇▇▇ EXHIBIT C, Continued REFER DIRECT TO VENDORS Y= Yes * See last column for details YPH = Yes Purchase History UPDATED as of April 10, 1997 ----------------------------------------------------------------------------------------------------------------------------------- EXCEPTIONS & IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL ADDITIONAL VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER VENDOR NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS ----------------------------------------------------------------------------------------------------------------------------------- 2358-44 MICRONET TECH. Y 714-453-6000 Stock balance - ?665, 1381 30 days. ?288 Vendor RA Required. ?788, 5858 MICROSOFT OEM Y ▇▇▇-▇▇▇-▇▇▇▇ HARDWARE ▇▇▇-▇▇▇-▇▇▇▇ SOFTWARE ?358 MICROTEST Y ▇▇▇-▇▇▇-▇▇▇▇ ?787 NANAO Y ▇▇▇-▇▇▇-▇▇▇▇ ?688 NETWORK Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct. No PERIPH. open box returns. ?542 PLAINTREE Y ▇▇▇-▇▇▇-▇▇▇▇ ?354 QUARK Y ▇▇▇-▇▇▇-▇▇▇▇ Stock balance - 30 days. ?474, 4858 RADIUS Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct for ??59 Ext 3 Systems. ?217 SANTA ▇▇▇▇ Y ▇▇▇-▇▇▇-▇▇▇▇ ?239, 2167 ?296 SEIKO Y ▇▇▇-▇▇▇-▇▇▇▇ ?327 SHIVA CORP Y ▇▇▇-▇▇▇-▇▇▇▇ Preclearance thru Vendor. ?578 SOFTDESK Y ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct. RETAIL No open box returns. ?915,5926 SUN Y ▇▇▇-▇▇▇-▇▇▇▇ ?927 ?755 SYNCRONYS Y ▇▇▇-▇▇▇-▇▇▇▇ ?775 TELEBIT Y ▇▇▇-▇▇▇-▇▇▇▇ OTHER VENDOR POLICIES Y = Yes * See last column for details YPH = Yes Purchase History ---------------------------------------------------------------------------------------------------------------------------------- IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL EXCEPTIONS & VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER ADDITIONAL VENDOR NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS ---------------------------------------------------------------------------------------------------------------------------------- 5005 APRICORN * 800-458-5448 *Certain SKUs may be refer direct. 1374 ACER AMERICA * ▇▇▇-▇▇▇-▇▇▇▇ *Only Altos servers are refer direct. 1054 ADAPTEC ▇▇▇-▇▇▇-▇▇▇▇ Y-1 year Y -- 1976, 7, 81 APPLE ▇▇▇-▇▇▇-▇▇▇▇ Y-30 Y-30 Y YPH 30 day return on DOA then days days warranty repair. 2258, 2381 Provide DV number. 1077, 1913 ARTISOFT ▇▇▇-▇▇▇-▇▇▇▇ Y 30 day money back guarantee. 1338, 1344 CALCOMP * ▇▇▇-▇▇▇-▇▇▇▇ *Satisfaction guaranteed for 30 days. 30 Days for defective returns. 1843 No stock balancing-- several SKUs. 3672 CENTON * ▇▇▇-▇▇▇-▇▇▇▇ Y-30 *Cross shipment within days 30 days. Over 30 days requires Vendor approval. 1655 CHEYENNE ▇▇▇-▇▇▇-▇▇▇▇ Y-60 60 day money back days guarantee. 2979, 3974 COMPAQ ▇▇▇-▇▇▇-▇▇▇▇ 30 day DOA only. 1708 CREATIVE LABS * 405-742-6622 Y-30 DOA/NEVER BEEN USED ONLY! days 30 DAY ONLY. After 30 days, refer to repair. 1595 DIGI INTERNATIONAL ▇▇▇-▇▇▇-▇▇▇▇ Y-30 days 1226 DRESSELHAUS ▇▇▇-▇▇▇-▇▇▇▇ Y-60 Y-60 Y 60 day return on days days defective or DOA. No incomplete items accepted. 3861 EXABYTE * 800-392-2983 *30 day stock balance and defective returns. After 30 days, contact vendor directly. 2657 FUJITSU DISK DR. ▇▇▇-▇▇▇-▇▇▇▇ Y-30 YPH 30 day return only. Must days have SN verified. 2311 FWB INC. ▇▇▇-▇▇▇-▇▇▇▇ Y-30 30 day defective returns, days then refer to vendor. 1978, 1916 GENICOM ▇▇▇-▇▇▇-▇▇▇▇ 15 day try it program. ALL HEWLETT * *Discontinued Defective & PACKARD Stock Balance goods will not be accepted. 2061 HITACHI AMERICA ▇▇▇-▇▇▇-▇▇▇▇ Y-30 days 2123, 2125 INTEL ▇▇▇-▇▇▇-▇▇▇▇ PRODUCT MUST BE COMPLETE. 2238, 1151 UNITS WITH BURNT OR BROKEN PARTS ARE NON-RETURNABLE. 1589, 2613 KODAK * ▇▇▇-▇▇▇-▇▇▇▇ DOA ONLY (No Power). "No missing product". 1445, 2267 LEXMARK/IBM ▇▇▇-▇▇▇-▇▇▇▇ Y-30 YPH EXCEPTION: DOA only days (no power). Others are warranty service. 7968 LINOTYPE-HELL * ▇▇▇-▇▇▇-▇▇▇▇ 30 day defective returns from invoice, then refer to vendor. No open box returns. 3249 LOTUS PASSPORT * ▇▇▇-▇▇▇-▇▇▇▇ *See Software Licenses below. 2672 MAXTOR CORP. ▇▇▇-▇▇▇-▇▇▇▇ 30-day return on defective. 2182 MEREDIAN DATA * ▇▇▇-▇▇▇-▇▇▇▇ *Some SKUs may be refer direct. 2285 MICROPOLIS ▇▇▇-▇▇▇-▇▇▇▇ 30 day returns only. OTHER VENDOR POLICIES Y = Yes * See last column for details YPH = Yes Purchase History ---------------------------------------------------------------------------------------------------------------------------------- IM CONTACT VENDOR VENDOR IM END-USER PROBLEM SERIAL EXCEPTIONS & VENDOR VENDOR VENDOR PHONE RA INVOICE RECEIPT DESC. NUMBER ADDITIONAL VENDOR NUMBER NAME DIRECT NUMBER REQ'D REQ'D REQ'D REQ'D REQ'D REQUIREMENTS ---------------------------------------------------------------------------------------------------------------------------------- 2499 MICROSOFT * ▇▇▇-▇▇▇-▇▇▇▇ *Non Resaleable returns over 1.5% of sales will be subject to fee. 3018 MICROSOFT MOLP * ▇▇▇-▇▇▇-▇▇▇▇ *See Software Licenses below. 2665-66 MITSUBISHI 800-446-6866 Y-30 Y-30 Y DOA 30-days to IM, then days days refer direct. 2668 ▇▇▇-▇▇▇-▇▇▇▇ Stock balance for 30 days only. NEC * ▇▇▇-▇▇▇-▇▇▇▇ Y-30 Y-30 Y Y MUST have receipt. TECHNOLOGIES days days Accessories are returnable 2700 Printers to IM for 1-year. 2710 Monitors PRINTERS & MONITORS 2712 Optical after 30 days are 2705 CPUs VENDOR DIRECT. 3569 Laptops 2860, 1, 2 PANASONIC ▇▇▇-▇▇▇-▇▇▇▇ Y-30 Y-30 Y Must have original 2090 days days packaging defective only within 30 days. 2919 PINNACLE MICRO ▇▇▇-▇▇▇-▇▇▇▇ *Some items might be Refer Direct. 2627 PLEXTOR ▇▇▇-▇▇▇-▇▇▇▇ *Some items might be Refer Direct. 7461 PROMISE * ▇▇▇-▇▇▇-▇▇▇▇ *Some items might be TECHNOLOGY Refer Direct. 1638 QMS * ▇▇▇-▇▇▇-▇▇▇▇ *Some items might be x 1352 Refer Direct. 2857, 1865 QUANTUM * ▇▇▇-▇▇▇-▇▇▇▇ Y-30 Y-30 *After 30-days MUST days days RETURN DIRECT. 1349, 2281 30 day stock balance returns. 1467, 2086 SAMSUNG ▇▇▇-▇▇▇-▇▇▇▇ Y-45 Y-45 Y Include 45 day IM or days days end-user receipt. 1277, 1278 SEAGATE * 800-468-DISC Y-30 YPH *Repair only after first TECHNOLOGY days 30 days. Must have drive box. *Controllers have 1 yr return. 30 day stock balance return. 1133 STANDARD * 800-SMC-4YOU *30 day defective returns. MICRO SYSTEMS ▇▇▇-▇▇▇-▇▇▇▇ 3265, 1993 STORAGE ▇▇▇-▇▇▇-▇▇▇▇ Y-30 Y-30 30 day returns. 3267, 3266 DIMENSIONS days days 2782 TEAC * ▇▇▇-▇▇▇-▇▇▇▇ HD + CD - 30 Day Return. FD 1 year Return. 1108, 1866 TEXAS * ▇▇▇-▇▇▇-▇▇▇▇ Y* Y-30 *30 days defective return INSTRUMENTS days on notebooks and printers 2777 with enduser receipt. Charge for toner in printer. 3743 TOSHIBA DISK * ▇▇▇-▇▇▇-▇▇▇▇ *30 day stock balance and defective returns. After 30 days, contact vendor directly. ▇▇▇▇ ▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ All software must be incl in scanner returns. EXHIBIT C, Continued OTHER VENDOR POLICIES MASS STORAGE PRODUCTS SEAGATE Stock Balance and Defective mass DOA product may be returned for 30 days storage products are limited to a from date of IM sales for credit or 30 day return from date of purchase. replacement. After 30 days, repair only through Seagate. Must have verification that serial number falls within the MEMORY PRODUCT warranty period. Drives must be Defective returns for replacement returned in Seagate approved packing. only within 30 days of purchase. Stock balance may be done within the first 30 days of purchase with SOFTWARE LICENSES pricing to be the lowest price Contact the ▇▇▇▇▇▇ Micro Partners between current price and price paid. Representative regarding returns policies for all software licenses purchased through the ▇▇▇▇▇▇ Micro CONFIGURATION PRODUCTS Partners Desk. Product configured is subject to Vendor policy. Defective components may be repaired within 30 days OEM DIVISION contingent upon Vendor policy. No No stock balancing and returns allowed. stock balance returns. Some defective returns may be referred to vendor. MICROSOFT Non resaleable returns maybe subject to fees when returns are over 1.5% of sales. Vendor information is subject to change without notice. EXHIBIT C-1 MANUFACTURER REFER DIRECT POLICIES AND WARRANTIES Ingram reserves the right to not accept Product returns if the manufacturer/vendor has placed restrictions upon the return of Product. The following manufacturers/vendors adhere to such guidelines: Vendor Vendor Phone Number(s) Name Number Additional Notes 1338, 1344, 1843 Calcomp ▇▇▇-▇▇▇-▇▇▇▇ Refer Direct for Plotters Only 2417 Calcomp Plotters ▇▇▇-▇▇▇-▇▇▇▇ 2278 Fargo Electronics ▇▇▇-▇▇▇-▇▇▇▇ Vendor RA required on printers 2172, 1914, 2170, 2171 Informix Database ▇▇▇-▇▇▇-▇▇▇▇ 2538, 2544, 1665, 1381, 2288 Micronet Tech 714-453-6000 ▇▇▇▇▇▇ Micro invoice required -- 30 days 3018 Microsoft MOLP ▇▇▇-▇▇▇-▇▇▇▇ No returns thru ▇▇▇▇▇▇ Micro. 2532, 2546 Microtek Lab ▇▇▇-▇▇▇-▇▇▇▇ Lasers are Refer Direct. Can take others within 30 days. Must return software. 1952 Motorola/UDS ▇▇▇-▇▇▇-▇▇▇▇ 2600, 2601, 2602 Mountain Network ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Micro invoice required -- 30 days. Serial # must match on unit & RMA. ▇▇▇▇▇▇ Micro preclearance. 3787 Nanao 2919 Pinnacle Micro ▇▇▇-▇▇▇-▇▇▇▇ Vendor RA required 1354 Quark ▇▇▇-▇▇▇-▇▇▇▇ Stock Balance 30-days Notes: This list is subject to change without notice. EXHIBIT D The following manufacturer/vendors do not offer pass-through price protection under any circumstances: ▇▇ ▇▇▇ Acer Panamax Adaptec Parana ADI Perfect Data Advanced Gravis Pinnacle Micro Artisoft Polaroid Ati Technologies Proteon Bay Networks QMS Belkin Quantum Brainworks Reactor Canon Server Cisco ▇▇ ▇▇▇▇▇ Cogent Sony Colorado Memory Sony Computer Peripherals CTX Toshiba -- Disk Cyrix Touchstone Diamond Verbatim Digital Products Viewsonic Digital Vision Wordperfect EFI FWB Global Village ▇▇▇▇▇ (Practical Peripherals) Hewlett (and HP Networking) IBM -- Storage IBM -- Terminals Informix Intel Intellimedia Sports Intuit Keytronic Kingston Kodak ▇▇▇▇▇ Networks Maxell Megahertz Memorex Milan Micropolis Mountain Newpoint Nikon Novell Notes: This list is subject to change without notice. EXHIBIT E ▇▇▇▇▇▇ MICRO PRICE PROTECTION REQUEST INVENTORY CERTIFICATION FORM Return this form to ▇▇▇▇▇▇ Micro Customer Service, ▇▇▇▇ ▇. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Santa Ana, CA ▇▇▇▇▇-▇▇▇▇ or fax documentation to (▇▇▇) ▇▇▇-▇▇▇▇ for Branches 10 and 50 or (▇▇▇) ▇▇▇-▇▇▇▇ 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: -------------------------------------------------------------------------------- ▇▇▇▇▇▇ Micro Product Credit Amount Quantity Part Number Description (▇▇▇▇▇▇ Micro Use) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please attach additional ▇▇▇▇▇▇ Micro Part Number). One vender per form please.

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 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.

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 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 ▇▇▇▇ ▇▇▇▇▇▇ Network Peripherals, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Milpitas, CA 95035 Dear ▇▇▇▇, 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 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 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 ▇▇▇▇▇▇ MICRO PRICE PROTECTION REQUEST INVENTORY CERTIFICATION FORM Return this form to ▇▇▇▇▇▇ Micro Customer Service, ▇▇▇▇ ▇. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Santa Ana, CA ▇▇▇▇▇-▇▇▇▇ or fax documentation to (▇▇▇) ▇▇▇-▇▇▇▇ for Branches 10 and 50 or (▇▇▇) ▇▇▇-▇▇▇▇ 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: -------------------------------------------------------------------------------- ▇▇▇▇▇▇ Micro Product Credit Amount Quantity Part Number Description (▇▇▇▇▇▇ Micro Use) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please attach additional ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Micro Customer Service within *************** business days of manufacturer's price decrease. -------------------------------------------------------------------------------- ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ MICRO AMENDMENT #1 August 29, 1997 Resale Agreement Confidential ▇▇▇▇▇▇ 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: