Minimum Advertised Pricing Policy

Announced March 3, 2011

The Digital Products Division (“DPD”) of Toshiba America Information Systems, Inc. (“Toshiba”) is a leader in computer and digital home entertainment products. The position of DPD’s products in the market is enhanced by high quality retail/reseller outlets that offer to explain the special features and benefits to potential buyers, as well as promote the brand as a premium product to consumers. Advertising DPD products at deep discounts diminishes the value of DPD products and DPD’s image in the market. Moreover, it makes it more difficult to compete against other brands, or differentiate DPD’s products from non-premium brands. For these reasons, DPD has unilaterally adopted this Minimum Advertised Price Program (this “Program” or “MAP”), which applies to the DPD products listed on the attached Schedule A (“MAP Product(s)”).

PROGRAM ELIGIBILITY
DPD resellers eligible to participate in this Program includes DPD direct and indirect customers (“DPD Resellers”).

MAP FUNDING
DPD Resellers who elect to participate in this Program will be eligible to receive MAP Funding. MAP Funding means certain co-operative advertising credits, rebates or marketing development funds estimated to subsidize DPD Reseller’s advertising expenditures for promoting and advertising the MAP Products. This Program only covers advertising by DPD Resellers located in the United States and is not intended to cover advertising in any nation other than the United States.

PROGRAM PARTICIPATION IS STRICTLY VOLUNTARY
DPD Resellers are free to advertise MAP Products at any price they choose and can determine for themselves whether to participate in this Program. However, DPD also has the right to unilaterally announce the conditions upon which it will sell its products to resellers. DPD will, without assuming any liability, unilaterally withhold any MAP Funding in support of advertising that does not comply with this Program.

DPD will not discuss any conditions of acceptance related to this Program, as the conditions are non-negotiable and will not be altered for any DPD Reseller. This Program does not in any way constitute a request for, nor will DPD accept, an agreement with any DPD Reseller regarding advertised prices or compliance with this Program. DPD will, in its sole discretion, determine whether this Program has been violated.

This Program applies only to advertising of MAP Products and does not apply to actual sale prices. This Program is not incorporated into the DPD Reseller Agreement or any other agreement entered into between DPD and the DPD Reseller.

MAP PRODUCTS
An initial list of MAP Products is listed on the attached Schedule A. DPD will, from time to time, issue updated Schedule A’s setting forth updated MAP Products and any additional terms and conditions that apply to them.

ADVERTISING REQUIREMENTS

Toshiba’s logo must be as large as any other logos in comparable ad space and comply with   placement criteria either provided or approved by DPD. DPD Reseller must comply with and utilize terminology provided by DPD for key Toshiba technologies.

DPD has unilaterally determined that it will be a violation of this Program for DPD Resellers to:

• advertise any MAP Product at a net price that is less than the established MAP price (the “MAP Price”);

• advertise any MAP Product as a part of a bundle of products collectively offered for sale, unless: (a) the bundle is advertised pursuant to a DPD authorized promotion; (b) the bundle is advertised in a manner that includes the DPD Product as a free give-away with non-consumer electronics product and the price advertised for the bundle is a minimum of three (3) times the MAP Price of the MAP Product.

• advertise “global offer(s)” with certain manufacturer(s) excluded and where the offer when applied to the MAP Product would result in a net price in the advertisement that is less than the MAP Price. For example, if DPD Reseller advertises store-wide/department-wide sales or discounts applicable to all brands (including Toshiba brand) of a product type similar to the MAP Products and the “global offer” excludes certain manufacturers by name (e.g., “offer excludes Samsung TV’s”).

• advertise “tax rebates”, “tax rebate sales” or other similar wording which when subtracting the rebate amount would bring the advertised price below the established MAP Price.

It will not be a violation of this Program for DPD Resellers to:

• advertise free shipping/installation/training/services of MAP Products unless the advertisement specifies a monetary value for the activity which nets the MAP Product price below MAP;

• advertise financing terms available with the sale of MAP Products unless the advertisement specifies a monetary value for the financing which nets the MAP Product price below MAP;

• participate in any MAP authorized promotion (advertising below MAP), including but not limited to product bundles and consumer rebates;

• advertise “global offer(s)” i.e., store-wide/department-wide sales or discounts (a dollar amount off or a percentage off ) for to ALL brands (including Toshiba brand) of a product type similar to the MAP Products even where the offer when applied to the MAP Product would result in a net price in the advertisement that is less than the MAP Price; or

• advertise via direct email of a specific discount amount, or discount percentage, which nets the MAP Product price below MAP, if only the discount amount/percentage (and not the net price) is shown.

“ADVERTISING”
For purposes of this Program the terms “advertise,” advertising,” and “advertisement” include all media, including but not limited to flyers, posters, coupons, mailers, brochures, inserts, newspapers, magazine catalogues, mail order catalogs, promotion codes, television, radio, public signage, e-mail and the internet.

ADVERTISING ON THE INTERNET shall include all price information available through publicly available places on the DPD Reseller’s website. Advertising on the internet shall also include all price information available through any other website, including but not limited to search engines, auction sites, price comparison sites, affiliate sites and platform partner sites. However, only DPD Resellers who advertise MAP Products for sale on these third party platforms shall be responsible for compliance with this Program. See product specific “Special Terms” for details.

MAP PRICES
DPD will provide DPD Reseller with a current list of MAP Products and their respective MAP Prices, from time to time. DPD will provide notice of any changes to this Program and any new MAP Prices via e-mail and/or DPD’s secured website that it makes available to DPD Resellers.

PROGRAM VIOLATIONS
DPD will notify the violating DPD Reseller of any Program violations and the action taken by DPD. Schedule A sets forth the specific MAP Funding action for the MAP Products. Decisions of DPD are final and are not subject to appeal by DPD Reseller.

DPD employees have been instructed not to discuss this Program or any violations with anyone outside of DPD, including DPD Resellers or their employees. DPD does not seek and will not accept assurances of compliance with this Program at any time. We request that DPD Resellers not attempt to discuss such matters with DPD employees.

POLICY ADMINISTRATOR
DPD has designated an administrator of this Program at its headquarters in Irvine, California. Questions, if any, regarding the interpretation of this Program should be set forth in writing and directed to the MAP Administrator. The MAP Administrator can be contacted at the following address: MAP Administrator, Digital Products Division, Toshiba America Information Systems, Inc. at 9740 Irvine Boulevard, Irvine, CA 92618.

RESERVATION OF RIGHTS
DPD reserves the right to modify, suspend or discontinue this Program at any time at its sole discretion. Notice will be provided by the MAP Administrator to DPD Resellers of MAP Products. Only the MAP Administrator is authorized to communicate modifications, suspensions or discontinuance of this Program.

Notwithstanding anything set forth in this Program, DPD reserves the right to unilaterally determine which resellers it will supply DPD products to and may for any reason, without assuming any liability, refuse to accept new orders for any and all DPD products.

Schedule A
DPD PREFERRED PARTNER PROGRAM (“PPP”) RESELLER MAP PROGRAM (FOR PC’S)

Effective: May 3, 2011

As of the Effective Date, this Program will supersede the current DPD MAP Program (effective July 1, 2008) in its entirety.

PPP MAP PROGRAM: SPECIAL TERMS.

MAP Products are defined as DPD Authorized Notebook Products (mini notebooks, Satellite Pro, Tecra, Portégé), Media Tablet Products, and Accessories) for which rebates are payable by DPD in accordance with the Terms and Conditions for the Preferred Partner Program.

Advertising Embargo Date is defined as the date established by DPD and prior to which eligible product advertising (other than advertising on the web) may not be run.

MAP FUNDING

MAP Funding will be rebates and/or marketing development funds based on MAP Products purchased by DPD Reseller from DPD distributors and/or DPD. In order to be eligible for MAP Funding, DPD Reseller shall at all times:

• Advertise MAP Products at or above the MAP as established and communicated by DPD in writing to DPD Reseller from time to time;
• Comply with all Advertising Embargo Dates as established and communicated by DPD in writing to DPD Reseller from time to time; and
• Comply with the Program advertising guidelines.

PROGRAM VIOLATIONS

If, at any time, a MAP Product is advertised by DPD Reseller in a manner which is inconsistent with Program guidelines, DPD will, for the first DPD Reseller violation, withhold the MAP Funding for the corresponding MAP Product (i.e. Notebook, Media Tablet, or Accessory) for sixty (60) days after the ineligible advertisement was published.

For the second DPD Reseller violation of Program guidelines within six (6) months of the first violation, DPD will withhold the MAP Funding for the corresponding MAP Product (i.e. Notebook, Media Tablet, or Accessory) for one hundred twenty (120) days after the ineligible advertisement was published.

Decision of DPD shall be final.