Common use of Validity; Enforceability Clause in Contracts

Validity; Enforceability. The parties acknowledge their mutual intent to create binding purchase, sale and payment obligations 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. However, either party shall have the option, at its discretion, to transmit Documents in written form to the other party. Any Document properly transmitted pursuant to these terms shall be deemed (“Signed Documents”) and shall be considered, in connection with any transaction, to be a “writing” or “in writing” and to have bean “signed” and to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. 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 Exhibit, including the use of Signed Documents properly transmitted, 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 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 be in writing 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. The parties acknowledge their This Exhibit evidences the mutual intent of the parties to create a binding purchase, purchase and sale and payment obligations by means of obligation pursuant to the electronic transmission and receipt of Documents documents, specifying certain of the applicable terms. During the term of the Agreement, all obligations concerning the delivery of such Documents Transaction Sets in written form may be satisfied fulfilled by a transmission transmission. pursuant to the terms of this Exhibit. However, either party shall have the option, at its discretion, to transmit Documents Transaction Sets in written form to the other party. Any Document Transaction Set properly transmitted pursuant to these terms shall be deemed this Exhibit, including without limitation Exhibit P-1 (“"Signed Documents”) and "), shall be considered, . in connection with any transaction, or this Exhibit, to be a “"writing” or “in writing” " and to have bean “been "signed” " and to constitute consume an “"original” " when printed from electronic files or records established and maintained in the normal course of business. The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 (“"Formal Requirements: Statute of Frauds”"), shall not apply to Documents Transaction Sets covered by this Exhibit since hard copies of Documents Transaction Sets will not be issued issued, and the parties further agree that said Documents 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 Exhibit, including the use of Signed Documents properly transmittedtransmitted pursuant to this Exhibit, 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 DocumentExhibit. 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 be in writing or 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. 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 ProvisionsEXHIBIT P-1

Validity; Enforceability. The parties acknowledge their mutual intent to create binding purchase, sale and payment obligations 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. However, either party shall have the option, at its discretion, to transmit Documents in written form to the other party. Any Document properly transmitted pursuant to these terms shall be deemed (“"Signed Documents”") and shall be considered, in connection with any transaction, to be a “"writing” " or “"in writing” " and to have bean “been "signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 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 Exhibit, including the use of Signed Documents properly transmitted, 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 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 be in writing 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. The parties acknowledge their mutual intent to create binding purchase, sale and payment obligations by means of electronic transmission and receipt of Documents specifying certain of the applicable terms, subject to the terms and 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 Exhibitexhibit. However, either party shall have the option, at its discretion, to transmit Documents in written form to the other party. Any Document properly transmitted pursuant to these terms shall be deemed (“"Signed Documents”") and shall be considered, in connection with any transaction, to be a “"writing” " or “"in writing” " and to have bean “been "signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 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 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 including the Statute of Frauds. The conduct of the parties pursuant to this Exhibitexhibit, including the use of Signed Documents properly transmitted, 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 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 be in writing 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. The parties acknowledge their mutual intent to create binding purchase, sale and payment obligations 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. However, either party shall have the option, at its discretion, to transmit Documents in written form to the other party. Any Document properly transmitted pursuant to these terms shall be deemed (“"Signed Documents”") and shall be considered, in connection with any transaction, to be a “"writing” " or “"in writing” " and to have bean “been "signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. The parties agree that the provisions of the Uniform Commercial Code, Section 2-201 (“"Formal Requirements: Statute 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 FraudsFraud. The conduct of the parties pursuant to this Exhibit, including the use of Signed Documents properly transmitted, shall, for all legal purposes, evidence a course of dealing and an a course of performance accepted by the parties in , furtherance -of of this Agreement and 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 be in writing 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 VersionAward Letter March 27, April 261997 Xxxx Xxxxxx Network Peripherals, 1999 ff Rev. September 21Inc. 0000 XxXxxxxx Xxxxxxxxx Milpitas, 1999 ff Mitac International Corporation Exhibit B Customer Support ProvisionsCA 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. The parties acknowledge their mutual intent to create binding purchase, sale and payment obligations 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. However, either party shall have the option, at its discretion, to transmit Documents in written form to the other party. Any Document properly transmitted pursuant to these terms shall be deemed (“"Signed Documents”") and shall be considered, in connection with any transaction, to be a “"writing” " or “"in writing” " and to have bean “been "signed” " and to constitute an “"original” " when printed from electronic files or records established and maintained in the normal course of business. 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 Exhibitexhibit, including the use of Signed Documents properly transmitted, 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 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 be in writing 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.