Microsoft Hardware Through Distribution Reseller Volume Price Program (VPP)

1. Microsoft Hardware Through Distribution Reseller Volume Price Program (VPP) July 1st 2012 through June 30th 2013

2. Overview: Microsoft Corporation is pleased to announce a channel-wide Reseller Hardware Volume Price Program through our Microsoft Authorized Distribution Partners. The program begins on July 1st, 2012 and runs through June 30th, 2013. Purpose of the program: Facilitated through Microsoft Authorized Distribution Partners, allow Microsoft Partners to offer Microsoft Hardware solutions to their end-customers with competitive bid pricing on larger opportunities.

3. Volume Discount Tiers: • * Discount levels determined by number of individual units (ie, a mouse) purchased of qualifying “For Business” skus • * Based on Microsoft’s approval of quantity, price, and inventory availability

4. Terms: • Discounts based on purchased volume on selected Products - see Products Eligibility List in Appendix A. Exceptions granted under unique circumstances • Products may be discontinued or added to the program at Microsoft’s sole discretion without prior notice • VPP offered for specific bid situations where one end-customer is purchasing qualifying volumes • Reseller agrees to pass through the discount from Distributor to the end-customer for the bid • Does not allow Resellers to “stock up” on product for their use • Order must be on one PO but can have multiple ship to locations with full shipment receipt to Reseller within 90 days of PO receipt at Distribution • Microsoft reserves the right to audit all purchases through Distributor to ensure eligibility requirements met

5. Terms: • This offer may not be used in conjunction with any other Microsoft offers • Program will be reviewed quarterly and subject to change or cancellation at any time

6. Terms: • During the term of this offer and for two (2) years thereafter, Distributor agrees to keep all usually and proper records and books of account relating to purchases and sales made pursuant to the Program. Distributor shall maintain such records on its premises. In order to verify Distributor’s compliance with the terms of the Program, Microsoft or its designated representative may audit Distributor’s books and records. Any audit shall be conducted during regular business hours, with or without notice. Distributor will provide access to its books and records to Microsoft or its designated representative. In the event that the results of any audit determines that Distributor has not complied with the terms of the Program, then any amounts due and owing to Microsoft under the Program shall be immediately due and payable. • Distributor shall ensure that all product returns leveraging this offer will be properly reconciled with Microsoft rebate spend to eliminate over-payment to Distributor by Microsoft.

7. Process: • All potential bid orders to be brought to Microsoft Authorized Distribution Partners attention by Reseller • Distributor will complete and submit VPP Authorization form to Microsoft Partner Account Manager for approval • Once approved Distributor quotes new price to Reseller • Reseller passes discount on to end-customer • Only when Microsoft has approved the quantity/price/availability, may Distributor confirm final pricing with Reseller

8. Product Eligible for VPP:Appendix “A” *For additional SKU exception approvals please email your Distribution Account Manager.

9. Notes: All questions regarding eligibility and the administration of the Volume Purchase Program should be directed to your Distribution Account Manager. Microsoft reserves the right to terminate this program at any time without prior notice.