TOSHIBA AMERICA BUSINESS SOLUTIONS, INC. EXPORT CONTROL PROGRAM

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1 TOSHIBA AMERICA BUSINESS SOLUTIONS, INC. EXPORT CONTROL PROGRAM Version 4.2 October 23, 2014

2 Process Policy , Page 1 I. TABLE OF CONTENTS Page I. Table of Contents & Revision History 1 II. TABS Export Policy & Procedure 2 III. Exhibits- 32 Attachment A- Memorandum from Scott Maccabe 33 Attachment B- Know Your Customer 35 Attachment C- Customer Export Compliance Checklist with High Risk Profile 37 Attachment D- Statement of Assurance 41 Attachment E- TABS Export Control Request Form 42 Attachment F- TABS Hand Carry Form 43 Attachment G- DSE Technology Transfer Export Control 45 Attachment H- TABS Export Control Personnel 46 Attachment I- Special Controlled Shipment Screening (For Export Dept. use only) 47 Attachment J- Useful Links 52 REVISION HISTORY Description of Revision Version Date Updated EAR References and Attachments. Added Hand Carry and DSE Technology Transfer procedures. Added Table of 3.0 1/31/2012 Contents and Revision History. Updated TABS Export Org Chart (Attachment H) 4.0 1/31/2013 Updated TABS Export Org Chart (Attachment H) 4.1 2/7/14 Updated TABS Export Org Chart (Attachment H) and Updated Memorandum from Matt Yamada to Scott Maccabe (Attachment A). Updated any reference to Isabel Salazar to TLGA /23/14

3 Process Policy , Page 2 II. TABS Policies and Procedures Process Policy Division: TABS Document #: Doc Rev: 10/23/14 Type: 4. PP - Process Policy Title: Export Control Program Doc Effective Date: 04/01/89 Doc Status: Current Document: 1. PURPOSE/POLICY STATEMENT. It is the policy of the Company to comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the asset control and sanctions programs administered by the Treasury Department s Office of Foreign Assets Control, other U.S. export control laws, and the rules and guidelines issued pursuant to the Wasenaar Arrangement. It is the responsibility of all employees to be familiar with, and strictly comply with, the requirements of these export control regulations, rules, and guidelines. 2. SCOPE. This Process Policy applies to all employees of TABS (including TPD, DSE, TBS and TTAR.) 3. DEFINITIONS. U.S. Bureau of Industry and Security definition of an Export Any item that is sent from the United States to a foreign destination is an export. Items include commodities, software or technology, such as clothing, building materials, circuit boards, automotive parts, blue prints, design plans, retail software packages and technical information. How an item is transported outside of the United States does not matter in determining export license requirements. For example, an item can be sent by regular mail or hand-carried on an airplane during business or personal travel. A set of schematics can be sent via facsimile to a foreign destination, software can be uploaded to or downloaded from an Internet site, or technology can be transmitted via or during a telephone conversation. Regardless of the method used for the transfer, the transaction is considered an export for export control purposes. An item is also considered an export even if it is leaving the United States temporarily, if it is leaving the United State but is not for sale, (e.g. a gift) or if it is going to a wholly-owned U.S. subsidiary in a foreign country. Even a foreign-origin item exported from the United States, transmitted or transshipped through the United States, or being returned from the United States to its foreign country of origin is considered an export. Finally, release of technology or source code subject to the EAR to a foreign national in the United States is deemed to be an export to the home country of the foreign national under the EAR. 4. POLICY GUIDELINES. This Export Control Program ( ECP ) sets forth (a) the policy of Toshiba America Business Solutions, Inc. ("TABS") strictly to comply with U.S. export control laws;

4 Process Policy , Page 3 (b) the organizational structure of export control functions within TABS; (c) procedures to be followed by TABS personnel in order to ensure full compliance with U.S. export control laws; (d) export compliance training procedures; and (e) a periodic compliance review program to monitor how effectively these procedures are being implemented. The principal employees directly responsible for day-to-day compliance are the Company's Export Control Administrator ("ECA") and each of the Division Export Administrators, respectively ("DEAs"). Any questions regarding matters discussed here-in should be directed to the ECA or to the Director of Export Control, who is responsible for oversight. They and other Company personnel responsible for various aspects of this Export Compliance Program ("ECP") are listed on Attachment H hereto. The ECA and other Company personnel maintain other working files and checklists that are used in conjunction with this Program for day-to-day processing of export orders and shipments in compliance with U.S. export control laws. A. Export Compliance Policy and Responsibilities. (1) Corporate Compliance Policy. The U.S. Government imposes restrictions on the export from the United States, and on the re-export from foreign countries, of most products exported by TABS and its distributors. These restrictions are implemented principally through the Export Administration Regulations ("EAR"; 15 C.F.R. 730 et seq.), the International Traffic in Arms Regulations ("ITAR"; 22 C.F.R. Part 120 et seq.), and the asset control and sanctions programs administered by the Treasury Department's Office of Foreign Assets Control ("OFAC") (30 C.F.R. Part 500 et seq.), as well as other U.S. export control laws. Export controls affecting TABS exports have been imposed pursuant to U.S. policies on national security, foreign policy, and nuclear, missile, and chemical and biological weapons non-proliferation, among others. It is the unequivocal policy of TABS that all export and re-export transactions involving TABS shall be conducted in full compliance with all applicable U.S. export control laws, regulations, and policies. Under no circumstances may TABS exports be made contrary to U.S. law. In particular, no transactions may be undertaken with anyone listed on the various Denial Lists issued by U.S. Government agencies as parties with whom it is illegal to do business. Sales to domestic purchasers under circumstances which give anyone reason to believe the goods may be exported should not be made without prior consultation with the ECA or persons whom he designates to make such reviews. Similarly, disclosure of technology to foreign nationals (who are not at least permanent residents, i.e., have a "green card") inside the United States (as well as outside) is an export and requires clearance from the ECA. Disclosure and/or transfer of goods and technology may also occur as hand-carry items during business travel and should also obtain clearance from the ECA. Penalties for violations of export control laws or any order or license issued thereunder include fines of up to five times the value of the exports involved or $1 million, whichever is greater, by imprisonment for up to ten years, suspension of any or all exporting privileges, suspension of a license in whole or in part or conditions thereon. Collateral penalties can include exclusion from U.S. government contracts and import

5 Process Policy , Page 4 restrictions. Adverse publicity from a violation can be even more damaging to the Company. Any TABS employee who knowingly violates or attempts to violate the TABS Export Compliance Policy or Procedures or who knows of such a violation or attempted violation and who fails to report it to the Director of Export Control or the ECA shall be subject to disciplinary action, including termination of employment. Submission of false, inaccurate, or misleading information, whether intentional or through failure to exercise due diligence, constitutes a violation of this Export Compliance Program and is subject to disciplinary action, including termination of employment. On an annual basis, the ECA shall ensure that a memorandum from the President, General Counsel, or other top level management describing TABS' compliance policy as set forth herein is distributed to all personnel in the Company involved in international marketing, sales, shipping and service. This memorandum shall attach a list of TABS personnel responsible for administering the Export Compliance Procedures described herein and shall be reissued immediately whenever changes occur. Attachment A hereto is a copy of the current version of this TABS Corporate Compliance Policy Memorandum. Any question regarding the legitimacy of a particular trans-action should be directed to the Director of Export Control. Anyone who suspects a possible EAR violation should immediately direct the matter to the ECA and the General Counsel. (2) TABS Personnel Responsible for Export Compliance: Duties. Attachment H sets forth an Organization Chart of company personnel who are responsible for export compliance along with their other roles in the company. (a) TABS Corporate Officers. The President of TABS is ultimately responsible for the Export Compliance Program. The President of TABS has appointed a Director of Export Control, who has principal oversight responsibility to ensure proper implementation of the TABS Export Compliance Program. The Director shall make periodic reports to the President regarding the status and any significant problems with respect to the Export Compliance Program. The Director shall seek the President's advice and counsel on matters that he deems appropriate. (b) Director of Export Control. TABS' Director of Export Control and other TABS management, as appropriate, are responsible for ensuring that the ECP is properly administered by: (i) Maintaining a current set of the EAR and related laws, legal opinions and memoranda, articles, and other materials; (ii) Assuring that a Statement of Corporate Export Compliance Policy is issued by top management each year, and that all new employees in sales, customer service, technical support, transportation,

6 Process Policy , Page 5 and shipping are required to execute such a statement as a condition of employment; (iii) Obtaining legal advice whenever necessary to ensure compliance with the EAR; (iv) Monitoring implementation of this ECP, including ensuring that (i) this Program and other pertinent memoranda are available to responsible TABS personnel; (ii) initiating periodic audits of the compliance program; (iii) ensuring that personnel administering the program have adequate staff and other resources to do so; and (iv) advising personnel on all questions they may have on export control compliance; (v) Providing appropriate contract clauses for international contracts and domestic contracts where there is reason to know of an intended export; (vi) Policing employment of foreign nationals to ensure that they sign appropriate nondisclosure agreements and are covered by appropriate licenses before receiving any technology requiring an export license; and (vii) Resolving disputes, addressing potential violations or other problems raised. (c) Export Control Office: Vice President of Operations and Export Control Administrator. An Export Control Office is established in the Import/Export Section of the Transportation Department under the direction of the Vice President, Operations. The Vice President, Logistics, in consultation with the Director, shall appoint an appropriate person to act as the Export Control Administrator ("ECA") for TABS, and shall ensure that the ECA has adequate support to carry out the duties assigned hereunder and backup to act in the ECA's absence. The ECA is responsible for directly administering this ECP at the corporate level, as discussed further below. (In all cases, the term ECA as used herein shall include any deputy appointed from time to time to act as substitute for under authority delegated by the ECA.) The ECA and the Division Export Administrators will be equally responsible to ensure that they work together to fulfill the following responsibilities: (i) Maintaining a current set of the EAR, ITAR, and OFAC Rules and related legal opinions and memoranda, articles, and other materials; (ii) Maintaining all records required by the Regulations and this ECP, including, but not limited to, shipping invoices, waybills, Shipper's

7 Process Policy , Page 6 Export Declarations, export licenses, and Customer Export compliance Checklists (in archives for five (5) years beyond the expiration date or end of relevant transactions); (iii) Ensuring that all sales and other TABS personnel authorized to direct order entry or otherwise permit export shipments refer all export shipments and domestic shipments (when there is reason to believe a domestic order will be exported) to the ECA and the DEA for export compliance screening; (iv) Monitoring implementation of this Export Compliance Program, including (i) sending copies of this Procedure and all other pertinent memoranda to affected personnel within TABS, and other appropriate persons; (ii) making or supervising spot checks and periodic audits of records maintained pursuant to the EAR and this ECP; and (iii) advising other personnel on all questions they may have on export control compliance; (v) Reviewing all new TABS products and improvements thereto to determine whether their specifications qualify for export under License Exceptions that are based on product classification under the EAR, and as otherwise may be necessary for providing appropriate technical information for export licensing activities; maintaining a Product Matrix presenting the results of these classifications as well as applicable countries of origin to facilitate determinations as to whether export licenses are required (plus copies of all information obtained from TABS suppliers and BIS used to develop and maintain the Product Matrix); and ensuring that the Division Export Administrators and Director of Export Controls receive revised versions of the Product Matrix; (vi) Determining whether export licenses are necessary or whether shipments may be made under existing licenses or other authority, and applying for any new export licenses that may be necessary; (vii) Preparing, filing, and obtaining approval of all export license applications monitoring the status of the applications, and answering any inquiries thereon; (viii) Screening all export related transactions to guard against transactions involving any parties on the current "Table of Denial Orders", Specially Designated Nationals, and other parties with whom it is illegal under U.S. export control laws for TABS to transact business (collectively, the "Denied Parties Lists") in accordance with the procedures set forth below;

8 Process Policy , Page 7 (ix) Screening the Customer Export Compliance Checklists and all export related transactions against standards identifying risk of diversion to unauthorized destinations or unlawful end-users or end-uses and participation by TABS in any illegal transactions; and documents shall be retained by the ECA. (x) Ensuring that all export orders are placed on hold until export compliance and licensing reviews have been completed and the shipment released under the proper license or other authority. (xi) Keeping informed about current developments concerning U.S. export control laws by reading new regulations and other legal developments, consulting with legal counsel and engineers, and attending seminars on new regulations and refresher courses, as appropriate; (xii) Ensuring that TABS personnel involved in export control activities are adequately trained and maintain their knowledge and skills; and (xiii) Obtaining legal advice from the Director of Export Control or others whom s/he designates whenever necessary to ensure compliance with U.S. export control laws, reporting all alleged violations, disputes, and problems with ECP administration or otherwise to the Director and assisting in their resolution as appropriate. (d) Division Vice President, General Managers and Sales Managers. The Vice President, General Manager of each Division shall appoint at least one Customer Service Representative (or contract administrator with equivalent responsibility) and shall ensure that said personnel fulfill responsibility for (1) electronically screening all customers against Denial Lists, (2) ensuring that a Customer Export Compliance Checklist is retained on file as described herein is completed on all customers and provided to the DEA for forwarding to the ECA for review and approval, (3) ensuring that international and domestic sales contracts incorporate an export compliance statement and "Letter of Assurance", and (4) otherwise supporting and complying with requirements of the Division Export Administrators. Sales Managers and all sales personnel within each Division must be especially aware of the Export Compliance Program. TABS sales personnel have more direct contact with customers than anyone else and are therefore in the best position to be aware of conditions that would give rise to suspicion of illegal diversion to nonproliferation end-users or end-uses or to other countries without required export licenses. Thus, sales personnel must ensure that they fully comprehend their responsibilities under the Program and that required procedures are followed in accordance herewith. At the time a customer is first

9 Process Policy , Page 8 identified, and periodically thereafter, all sales personnel shall confer with the Division Export Administrator and/or Customer Service Representative and shall complete the Export Compliance Screening Checklist described below. (e) Division Administration: Division Export Administrator. The Vice President, General Manager of each Division shall appoint one Division Export Administrator (the "DEA") within each Division, as well as someone to act in his/her absence. The Vice President General Manager shall ensure that the Division maintains electronically an up-to-date central customer list on the TABS mainframe computer that identifies all customers. All new customers must be added to this list. Each DEA shall be responsible for directly administering the day-to-day operation of this ECP for their Division, working in consultation with the ECA. Division Export Administrators are responsible for properly and effectively implementing this Program's customer and order screening and documentation procedures set forth herein, including: (i) Ensuring that a completed Customer Export Compliance checklist is obtained for all customers, and if not, obtaining said Checklist from applicable sales personnel; (ii) Forwarding the Customer Export Compliance Checklists to the ECA for review and approval; (iii) Maintaining communications records with customers (in archives for five (5) years after exportation; (iv) Screening all customers and potential customers against the current Denial Lists; (v) Notifying the ECA of new products/spare parts and providing specifications to the ECA to assist the ECA to determine the applicable export classification; (vi) Keeping informed about current developments concerning the EAR and OFAC embargo rules; and (vii) Maintaining a copy of this ECP Program. (f) Logistics Warehouse Personnel. The ECA and Logistics Warehouse personnel in Pico Rivera, CA and Memphis TN are responsible for ensuring that all export shipments comply with export clearance requirements, including: (i) Ensuring that no export shipment is made without an invoice, a waybill or bill of lading, and an SED properly completed to show (i) the

10 Process Policy , Page 9 applicable NLR or License Exception symbol or License number, (ii) the ECCN; (iii) the value; and (iv) the Destination Control Statement; (ii) Ensuring that each export shipment has been assigned an Export Reference Number (which indicates it has been screened by Division Export Administrators or the ECA); (iii) Maintaining a copy of Section 758 ("Export Clearance") of the EAR and ensuring that export shipments comply with the requirements of that Section; (iv) Detaining any shipment as necessary until they receive approval from the ECA that the shipment is in compliance with the EAR and may be released for export; and (v) Maintaining copies of all export shipping records for five years. (g) Automated Export Compliance System. The ECA shall work with the Information Systems Department to maintain the TABS Automated Export Compliance System ("AES"). All Divisions and Departments of TABS are required to cooperate with the Export Control Office in the development and maintenance of the AECS. The purpose of the AES is to reduce opportunity for human error in screening of international and domestic transactions pursuant to this policy. Each DEA shall use the AES to conduct Denial List screening and shall evidence in the AES that this has been completed for each customer or new orders for new customers. The DEA shall review updates to the Denial Lists against the customer lists. The ECA shall make certain that all Product Matrixes shall be loaded into the AES so that the appropriate ECCN for each product can easily be identified and the Division Export Administrators can make licensing decisions. Only the ECA may assign an Export Reference Number, which shall constitute evidence that they have conducted all appropriate screening under this procedure. No export order may be shipped without an Export Reference Number. The AES will not allow it. Further, the AES will not allow export paperwork to be generated until the ECA or his/her designee has completed all required Export Compliance Checks. B. EXPORT COMPLIANCE PROCEDURES. No sales, shipments, or other disposition of products between TABS and a purchaser or other recipient may be made without a written contract signed by both TABS and the recipient. A written purchase order placed by the customer and written acceptance thereof by TABS shall constitute a written contract for the purpose of this program. The contract is the vehicle for establishing a commitment by customers to compliance with U.S. export control laws.

11 Process Policy , Page 10 An Export Reference Number issued by the AES upon review and approval of the ECA is required for any export shipment to be released. The Export Reference Number is the TABS control to ensure that each shipment complies with the export screening procedures described below. (1) Required Clauses in Contracts. (a) Upon acceptance of an order for domestic sales of TABS products (within the U.S.), the TABS personnel in charge shall ensure that all invoices contain the following warning clause: "This sale concerns products and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U.S. Department of Commerce prior to export. Any export or re-export by the purchaser, directly or indirectly, in contravention of the U.S. Export Administration Regulations is prohibited." (b) Sales Managers and other sales personnel for each Division shall ensure that all distribution agreements and dealer contracts of the Division contain the following: (i) An Export Compliance warning clause: "This Agreement involves products and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U.S. Department of Commerce prior to export. Any export, directly or indirectly, in contravention of the U.S. Export Administration Regulations is prohibited." (ii) A Statement of Assurance clause or separate Statement in the form appended hereto as Attachment D (or such modified form as may be approved by the Director of Export Control). (iii) Upon acceptance of an order for the export sale (outside the United States) of TABS products, TABS personnel in charge shall ensure that all invoices contain the following Destination Control Statement: "These commodities, technology, or software were exported from the United States in accordance with the U.S. Export Administration Regulations (15 C.F.R. Secs. 730 et seq.). Diversion contrary to U.S. law prohibited.

12 Process Policy , Page 11 Upon approval of a Division Export Administrator, the ECA, or the Director of Export Control, additional information that supplements but does not contravene this language may be provided at the discretion of TABS personnel. Any orders with a "ship to" or "bill to" address outside the geographic borders of the United States shall be treated as export orders. This also includes any order with an address that is an APO or FPO, any order with an address to a U.S. Embassy or mission or U.S. agency located outside the United States, Canada, and any domestic order where there is reason to believe it may be exported. (2) Screening of All Customers. (a) Use of Customer Export Compliance Checklists. The ECA shall maintain and update the Customer Export Compliance Checklist with High Risk Profile appended hereto as in Attachment C, which shall include provisions to verify that each of the review procedures required by this ECP has been done. The Customer Export Compliance checklist shall be updated at least every two years on each customer. The ECA shall adapt the Customer Export Compliance Checklist to ensure that it can feasibly be screened and kept on file for each customer and referenced as such in the AES. The Customer Export Compliance Checklist shall include appropriate evidence of screening against: Denial Lists High Risk of Diversion Military End-Users or End-Uses Nuclear Nonproliferation End-Users or End-Uses Missile Technology End-Users or End-Uses Chemical or Biological Weapons End-Users or End-Uses (b) Screening the Export Compliance Checklist. The Vice President, General Manager shall ensure that the Division establishes and maintains a central customer list of all customers to whom the Division sells products or licenses technology. Each DEA shall ensure that a completed Checklist is received for each customer and potential customer, or shall obtain it from applicable sales personnel, and then forward it to the ECA for review and approval. Each Export Compliance Checklist must be signed or initialed by both persons completing it and be retained for at least five years after the Company ceases doing business with the customer. Any questions arising from the Export Compliance Checklist shall be directed to the attention of the ECA. Refer also to the "Know Your Customer Guidelines" contained in Attachment B for duties of TABS to address "red flag" issues on particular shipments. If there are any concerns of legality raised by this screening, the DEA must flag the applicable customer so that no exports can be made until the concerns are

13 Process Policy , Page 12 resolved in consultation with the ECA. Any concerns that cannot be resolved by the ECA should be raised to the Director of Export Control for decision. Any updates to the Denial Lists or other elements on the Export Compliance Checklist must be screened by the Customer Service Representative and the Division Export Administrator. This review must be documented. Any questions or concerns raised by the updates shall be referred to the ECA for decision. (3) Screening of Export and Domestic Transactions and Elements for Screening. Upon receipt of an order for the sale or transfer of a product to any customer, the party responsible shall ensure that, prior to acceptance; the prospective customer is identified on the Division's master customer list. If not, said person shall screen the customer against the Export Compliance Checklist in consultation with the DEA. Each DEA shall ensure that a completed Checklist is received for each customer and potential customer, or shall obtain it from applicable sales personnel, and then forward it to the ECA for review and approval. Any questions shall result in a hold flag placed against the customer until they can be resolved satisfactorily with the ECA. The ECA must provide written authorization for a domestic transaction with a customer identified by Toshiba Corporation, regardless of the classification of products. All Export Orders (as defined above) shall be carefully processed and reviewed by the DEA and the CSR, or equivalent, in accordance with the following procedures. (a) Ensure that Customer Screening Procedures Have Been Done. The CSR or equivalent and the DEA must assure that all elements of the Export Compliance Checklist have been completed for the customer. The AES should indicate that a properly completed Export Compliance Checklist is on file. If not, they shall complete one before assigning an Export Reference Number. The materials after item 2 below provide additional details to support the conclusory elements of the Export Compliance Checklist. (b) Product and Country Screening for Licensing Requirements; Maintaining the Product Matrix as a Tool for Decisions. Virtually all TABS products may be exported to most countries without the need for an export license, using the designator NLR for "No License Required", or under various License Exceptions. Each export transaction must show a proper designation to indicate that the ECA made a proper decision on whether and to what extent a License or License Exception applied. This designator shall be referenced as a required element of the AES for the transaction to be released. Specific restrictions apply to use of any License Exception, and Licenses can carry conditions. By assigning a License Exception Symbol or License Number, the ECA is certifying that the export shipment complies with all applicable conditions of a License Exception or License. In cases where a License is required, the order shall be placed on hold and the License applied for and

14 Process Policy , Page 13 obtained before the hold is released to allow shipment. In such cases, the delivery dates promised should allow extra time for the License Application to be prepared, reviewed by BIS, and approved. Each Division Vice President, General Manager, or DEA shall notify the Export Control Office of each new or modified product to be marketed or sold by TABS, providing complete technical descriptions. The ECA shall conduct the proper research to classify the product in accordance with the EAR or other applicable export controls. This may include obtaining legal opinions or written classifications from the BIS. The ECA shall provide the DEA with the Export Control Classification Number (including EAR99 for items not listed under a specific ECCN in the Commerce Control List (Supp. 1 to EAR Part 774). By applying the Country Matrix in Supp. 1 to EAR Part 738 to determine whether No License is Required (NLR) and the applicable License Exceptions in EAR Part 740, the ECA shall also provide the DEA with the applicable licensing requirements, including available License Exceptions for appropriate countries. (Items not listed on the Commerce Controls List and thus eligible for export under the Symbol NLR are given the designator EAR99 in lieu of an ECCN.) If a License is required, the ECA shall give the DEA an indication of whether it would likely be granted to appropriate destinations. The ECA shall maintain a Product Matrix that demonstrates the applicable Export Control Classification Numbers for the Division Products and which products may be exported to various countries under NLR or a License Exception and which ones require Licenses for certain destinations. The Product/Country Matrix shall also indicate when other export control laws (such as the ITAR or OFAC rules) apply. The Product Matrix and other consultations shall be used as the basis for license decisions. The ECA shall review each proposed export shipment against the Product Matrix to determine whether it is eligible for shipment under NLR or a License Exception as a result of its classifications. If any product is shown on the Product Matrix as requiring an export License, they shall place a hold on the order and notify the DEA. The DEA shall work with the ECA to initiate procedures to obtain a License. No product not listed on the Product Matrix may be released for export without instructions from the ECA. Products that are clearly eligible for shipment to the intended destination under NLR or a License Exception that are included in one shipment shall be released for export by the CSR or DEA by setting forth the applicable Symbol (NLR or License Exception) in the AES and on the shipping invoice. (c) Embargoed Countries. A License is required (and is likely to be denied) for shipments of TABS products for delivery directly or indirectly to or for use by or for Afghanistan, Cuba, Iran, Iraq, North Korea, Sudan, Syria, as the

15 Process Policy , Page 14 same may be amended from time to time. Thus, any proposed shipment to any of these countries or entities must be cleared by the ECA. (d) Denied Parties Screening. As previously described, the ECA shall ensure that the AES contains current versions of the Table of Denial Orders Currently in Effect ("TDO"), Specially Designated Nationals for embargoed countries, entities that BIS has informed TABS require a License (if any), any additional entities with which the Government of Japan has forbidden export transactions, and all other lists of parties with which it is illegal to participate in export transactions without a License. (EAR 764 and other lists maintained by the ECA.) These are lists of parties that have violated the EAR and whose export privileges have been denied in whole or in part, as well as other entities with which U.S. government agencies have determined it is illegal to do business. They are located in many countries, including the United States and Latin America. No person at TABS may participate in any export related activity with any party on Denied Parties Lists without the specific approval of the Director of Export Control in writing. Any TABS personnel requested to participate in an export related transaction involving a party on a Denied Parties List shall immediately report the matter to the ECA. The ECA shall update the AES on amendments to the Denied Parties Lists on a timely basis and shall provide the DEAs with instructions for screening their customer lists against said updates. In order to ensure that TABS does not participate in any export related transaction with a party on the Denied Parties Lists, the DEA shall review the updates against the customer list. Any customer found on a Denial List shall immediately be suspended pending investigation and resolution of the issue by the ECA in consultation with the Director of Export Control. This review shall be documented. The ECA shall also ensure that each export order involves a Customer that was reviewed against the Denied Parties Lists by checking that an Export Compliance Checklist was completed for the Customer (and the customer is not suspended). Whenever anyone is found to be listed on a Denied Parties List, a hold shall be placed on all shipments to that customer. All appropriate persons at TABS, including particularly all Logistics personnel, shall be notified in writing by the DEA or the ECA not to ship anything to said customer until instructed by the ECA that shipments may be resumed. (e) Diversion Risk Screening. Each export customer (and each domestic customer that TABS has reason to know will export the products) shall be reviewed to assess the risk that the customer might divert the equipment to destinations that are not authorized under the EAR. (EAR ) In addition

16 Process Policy , Page 15 to the normal screening of the customer against the Denied Parties Lists, CSRs and DEAs shall also review the customer and intermediate consignees against the "Diversion Risk Profile" attached to the Export Compliance Checklist. They shall use the BIS "Know Your Customer Guidance" appended hereto as Attachment B to help determine when TABS has a duty to inquire further and consult with the ECA. The ECA shall consider applying for a License even for shipments that otherwise qualify for shipment under NLR or a License Exception. If the customer shows any of the diversion risk characteristics, DEAs shall initiate follow-up inquiries to determine if there are legitimate explanations. In any case where they are not satisfied with the explanations, they shall place the order on hold and shall refer the matter to the ECA for decision. The ECA, if not satisfied after further investigation in consultation with the Director of Export Control, should consider contacting BIS directly to explain the reasons for the concern and to determine if there is information available on the customer's reliability. In no case shall the order be filled and shipped until concerns are satisfied or a License applied for and obtained after full disclosure of concerns. (f) End Use/End-User Screenings. TABS must screen its shipments against possible nuclear, missile, and chemical and biological weapons end-uses or for sales to such end-users. While none of TABS' products are specifically designed for any of these purposes, the U.S. Government has prohibited all exports of any types of products and technologies under NLR or a License Exception when a company has knowledge that its products will be used by such end-users or for such end-uses. (See EAR Part 744.) Preventing exports of TABS products that will be used in sensitive nuclear activities, chemical and biological weapons activities, and activities involving missiles capable of delivering such weapons of mass destruction is extremely important to TABS. In accordance with requirements of Toshiba Corporation and as required as a condition for exports under certain License Exceptions, TABS also strictly scrutinizes sales to military entities or for military end-uses. The specific prohibitions are set forth below, followed by procedures that TABS uses to ensure against violation of these prohibitions. (i) Sensitive Nuclear End-Uses/End-Users. A License is required when TABS knows it will be used directly or indirectly in a country that is not listed in Supplement 3 to the EAR 744 or Canada (the most sensitive countries are in Country Group D:2, Supp. 1 to EAR Part 740) in the following "sensitive" nuclear applications: 1) Design, development, fabrication, or testing of nuclear weapons or explosive devices;

17 Process Policy , Page 16 2) Design, construction, fabrication, or operation of facilities or components of facilities for chemical processing of irradiated special nuclear or source material, heavy water production, separation of isotopes of source and special nuclear material, or fabrication of nuclear reactor fuel containing plutonium; or 3) Unsafeguarded nuclear facilities. (EAR ) (ii) Missile End-Users and End-Uses. License Exceptions CIV and CTP limit certain exports of higher level equipment only to civilian endusers and for civilian end-uses in countries listed in Country Group D:1 (see Supplement No. 1 to EAR Part 740) and Computer Tier 3 (see EAR Section 740.7(d)(1)), respectively. The Wassenaar Arrangement raises concerns regarding sales of products and parts to military end-users. Accordingly, TABS will screen sales for export to or for military endusers or end-uses in accordance with the following procedures. First, the standard Statement of Assurance obtained from all customers shall include a promise not to make such sales. To the extent such a broad assurance is not appropriate for a particular customer, the ECA will determine the likely end-uses for each category of Toshiba products and whether TABS knows or has reason to believe they will be used in weapons of mass destruction. If there is no such knowledge, the ECA will document this finding using the "Special Controlled Shipment Screening" form attached as Attachment I and may approve the customer to receive applicable product lines. (iii) Chemical and Biological Weapons End-Uses/End-Users. A License is required for export shipments when TABS knows the product will be used in the design, development, production, stockpiling or use of chemical or biological weapons in or by a country listed in Country Group D:3 (see Supplement No. 1 to EAR Part 740). (EAR ) (iv) Military End-Users and End-Uses Order Screening. To the extent that there will be sales to the U.S. military, the ECA will determine the likely end-uses for each category of Toshiba products and whether TABS knows that they will be used in weapons of mass destruction. If there is no such knowledge, the ECA will document this finding using the "Special Controlled Shipment Screening" form attached as Attachment I and may approve the customer to receive applicable product lines. In addition to this screening procedure for sales to the military, the following procedures shall apply: (1) Whenever TABS receives a purchase order for PC, PPC, KTS, PBX, FAX, Cable Modem or Digital Camera from the U.S. GSA or U.S. military departments, and if, at that time, TABS knows that these products will be used for the design, production, etc. of weapons of

18 Process Policy , Page 17 mass-destruction by the U.S. military, then the transaction shall be declined, unless approved by the President of TABS. (2) Whenever TABS receives an inquiry or purchase order for products other than PC, PPC, KTS, PBX, FAX, Cable Modem or Digital Camera from the U.S. GSA or U.S. military departments, TABS shall consult with the Export Control Division of Toshiba Corporation before accepting any such order. (v) End-Use and User Screening Procedures. 1) Refer All Suspicious Information to the ECA. The annual export compliance policy statement shall notify all sales and other personnel who may authorize export shipments that, if they have any indication that a particular international order might involve a nuclear, missile, or chemical or biological weapons end-user or end-use, or a military end-user or end-use, they shall note this information in writing to their DEA. They shall provide details of information that creates such suspicions. 2) Adding "BIS Informed" Parties to Denial Lists. Whenever TABS is informed by BIS that a License is required for specific entities, the ECA will add those entities to the Denial Lists so that shipments will be caught and Licenses applied for before shipments can be made to them. 3) Screening by DEAs. The DEAs and the ECA shall use the completed Export Compliance Checklist (Attachment C) to screen all Customers and ensure that Licenses are applied for as required by this part of the ECP Manual, applying the "Know Your Customer Guidance" (Attachment B), in accordance with the following specific procedures: a) Absent "red-flag" indicators that shipments will be used in nuclear, missile, or chemical or biological weapons activities in countries not listed in Supplement 1 to EAR Part 740 or in Country Groups D:4 or D:3, respectively, TABS has no duty to conduct any such screening. Nevertheless, as an abundance of caution, TABS will obtain end-use information from all customers in Non-Supplement 1 countries to assist in these screenings. b) When a License is required for any reasons, DEAs and the ECA will note on the License Application any

19 Process Policy , Page 18 suspicious information that is not explained to their satisfaction. c) If there are any indications that raise suspicions that TABS products will be used in any sensitive nuclear, missile, or chemical or biological weapons activities in the affected countries, DEAs will not release the AES hold on the shipment until such questions are resolved satisfactorily. The ECA will document on the Export Compliance Checklist or elsewhere any such questions that have been raised and the answers obtained, whether they provide satisfactory explanations or not. d) The ECA shall notify DEAs in writing of any prospective shipment to affected countries where questions raised have not been resolved satisfactorily. Unless the ECA is confident that a NLR or License Exception shipment is authorized, the ECA shall simply apply for a License to cover the shipment, noting on the application any suspicions raised. The ECA and DEA shall document all such reviews. (4) Special Guidance on Technology and Software Exports. Technical data and software exports are subject to the procedures set forth above. Because the law and government policies concerning technical data and software are complex, this discussion summarizes in more detail the current rules and special procedures for handling exports of technical data and software. The ECA should be consulted before any technical data or software that is not in the public domain or listed on the Product Matrix is exported. (a) Technical Data. In general, five basic rules govern. (i) First, data and software generally available to the public at no charge or nominal cost (such as copying fees) may be exported to all countries without the need for a License or a License Exception because it is outside the scope of the EAR. (EAR 734.3(b)(3)) Although no symbol is required for export documentation, exporters may use the symbol "TSPA" on shipping documentation to cover such exports. Most technical data exported by TABS qualifies for export under TSPA. (For instance, most if not all TABS manuals and software manuals are available free of charge to anyone (or at nominal charges to cover only the reproduction costs). Accordingly, the information in these manuals may be exported under TSPA. See EAR 734.3(b)(3) and other sections referenced there for details on what is considered publicly available.

20 Process Policy , Page 19 (ii) Second, "sales technical data" supporting a prospective or actual quotation, bid, or offer to sell, lease, or otherwise supply a controlled item may be exported under or License Exception TSU to any country (other than Embargoed Countries), provided that the data is of the type customarily transmitted with such bids by TABS, and the export will not disclose detailed design, production, manufacture, or reconstruction of the quoted item or its product. (EAR ) (iii) Third, "operations technical data" that is the minimum necessary for the installation, operation, maintenance (checking), and repair of products exported under NLR, License Exceptions, or Licenses may be exported under License Exception TSU to any country to which the equipment was legally exported (other than Embargoed Countries). (EAR ) To the extent that TABS manuals are not publicly available as described above, they should be exportable under License Exception TSU as "operations technical data" to customers who have received or are receiving applicable TABS products. (iv) Fourth, to the extent that TSPA or TSU are not available, all technology to be exported must be classified under the applicable ECCN in the Commerce Control List ("CCL") set forth in Supplement 1 to EAR 774. That classification (in part E of each CCL category) will provide guidance on whether NLR (as a result either of not having an ECCN and thus designated EAR99 or applying the applicable ECCN and the Country Matrix) or License Exceptions LST (TSR) or TSU may be used for the export to a particular destination. 1) If no ECCN is applicable (EAR99) or the application of the data's ECCN to the Country Matrix in Supp. 1 to EAR 738 shows No License is Required, the data may be exported under NLR to all appropriate destinations except the Embargoed Countries listed above; 2) If the applicable ECCN states "TSR: Yes" then it may be exported under License Exception LST (TSR) only to destinations in Country Group B (Supp. 1 to EAR 740), subject to any other specific destination restrictions of that ECCN. (EAR 740.6) In order to use License Exception TSR for such an export, TABS must first obtain a written assurance from the customer that neither the technical data nor the direct product thereof will be re-exported to unauthorized destinations without Commerce Department authorization. (TABS' Director of Export Control and ECA have several versions of such written assurance provisions that comply with the requirements of EAR (a) (3).)

21 Process Policy , Page 20 (v) Fifth, to the extent that a NLR or License Exception is not available to export particular technical data, TABS must apply for and obtain a Validated License before making physical export or disclosing the technology to a foreign national. Important: Disclosure of "technical data" by any means in any place, including visual observation or oral disclosure in the United States to foreign visitors, constitutes an "export" within the meaning of the Regulations. For export control purposes, the term "foreign national" means any person who is not a U.S. citizen or permanent resident (i.e., holds a "Green Card"). (b) Software. The ECA should use the following line of analysis to determine the proper licensing requirements for particular software products to specific destinations. Points e through i apply to most software programs, and most, if not all, software currently exported qualifies for export under NLR or License Exception TSU to all destinations except for Afghanistan, Cuba, Iran, Iraq, North Korea, Sudan, and Syria (the "Embargoed Countries"). (i) All software programs designed for military uses or with certain encryption capabilities (with a few exceptions for authentication, access control, and decryption-only proprietary software protection routines) require export licenses to all destinations from the Office of Defense Trade Controls, Department of State under the ITAR. (ii) Software that is publicly available at no charge other than nominal copying charges (no license fees), such as in a library or on a public electronic bulletin board, may be exported to any destination except Iraq without a License (using TSPA, as described above for technical data). (iii) All software programs not eligible for TSPA exports that are exported to Embargoed Countries (Afghanistan, Cuba, Iran, Iraq, North Korea, Sudan, or Syria) require a License either from BIS or under the sanctions regulations administered by the Office of Foreign Assets Control of the Treasury Department for those countries. (iv) Software programs exported to Canada do not require either NLR, a License Exception, or a License except for the few types of software classified under an ECCN which states specifically that a Validated License is required for Canada. Validated License requirements for Canada presently are limited to software related to nuclear activities, which TABS does not market. (v) All software subject to the EAR is classified under an ECCN in the Commerce Control List ("CCL") in EAR Part 774, or if not, is

22 Process Policy , Page 21 eligible for export under NLR using a designation EAR99 (instead of an ECCN) to all countries other than the Embargoed Countries. (See i. below.) (vi) Mass-Market Software. Software, regardless of classification under the CCL, may be exported to all destinations except for Embargoed Countries under License Exception TSU if it is generally available to the public by being: 1) Sold from stock at retail selling points (without being sold only bundled with hardware) by means of: a) Over the counter transactions; b) Mail order transactions; or c) Telephone call transactions; and 2) Designed for installation by the user without further substantial support by the supplier (telephone help lines are not a problem). EAR and the General Software Note in Supplement 2 to EAR Part 774. Most software that TABS provides to its customers qualifies as mass-market software under these provisions and should be classified as such on TABS Product Matrix. Mass-market software qualifies for TSU export as described above regardless of what its classification under the CCL otherwise would be. No software with encryption functions should be exported as mass-market software without clearance by TABS ECA by designation on the Product Matrix or otherwise in writing. (vii) Operation software that is the minimum necessary to operate equipment authorized for export under General or Validated License may be exported in object code only under License Exception TSU to all destinations to which the applicable equipment was lawfully exported. (EAR ) To the extent that any operating software programs do not qualify as mass-market software, the ECA should seek clarification of how the term "minimum necessary" should be applied. (viii) Exports of software updates or releases designed solely to fix "bugs" may be made under License Exception TSU to any destination to which the software for which they are required was legally exported or re-exported, provided that such updates are provided to the same consignee and do not enhance the specified functional capabilities of the initially licensed software package. (EAR )

23 Process Policy , Page 22 (ix) All software that is subject to the EAR is covered by a specific ECCN in the CCL or is eligible for the designator EAR99 and thus export to all but Embargoed Countries under the designator NLR. If none of the above described License Exception Provisions is applicable, TABS Division Export Administrators must work with the ECA to classify its software under the applicable ECCN and apply the Country Matrix in EAR Part 738 to determine if NLR or a License Exception applies or if it must be exported under a Validated License to a particular destination. 1) Classify the software. Software is specifically covered under category D of each of the following CCL categories: 0. Nuclear Materials, Facilities, Equipment, and Miscellaneous 1. Materials 2. Material Processing 3. Electronics 4. Computers 5. Telecommunications and Information Security 6. Lasers and Sensors 7. Navigation and Avionics 8. Marine 9. Propulsion Systems, Space Vehicles and Related Equipment Most general purpose computer software is classified under ECCNs in Category 4D or EAR99 if not covered by a specific ECCN thereunder. Most telecom software is classified under ECCNs in Category 5D or EAR99 if not covered by a specific ECCN. However, certain specialty software is covered by other categories. 2) If EAR99 applies or the applicable ECCN "Requirements" section combined with the Country Matrix in EAR Part 738, Supp. No. 1 do not result in an X in the box for License Requirements to the applicable destinations, it may be exported under NLR to all destinations other than Embargoed Countries and any others specified in the applicable ECCN or the Country Matrix. 3) If an applicable ECCN states "TSR: Yes", then it may be exported under License Exception LST (TSR) to destinations in Country Group B (Supp. 1 to EAR 740). In order to use License Exception LST (TSR) for such an export, TABS must first obtain a letter of assurance from the customer that the software will not be re-exported to unauthorized destinations without Commerce

24 Process Policy , Page 23 Department authorization. TABS' Director of Export Control and ECA have several versions of such written assurance provisions.) 4) If NLR or License Exceptions TSU or LST (TSR) are not available, TABS must apply to BIS for a License in accordance with the requirements of EAR Part 748 to cover the export. If in doubt as to the proper classification, one may apply to the Commerce Department for clarification of the classification pursuant to the provisions of EAR Part (xi) All media by which software is conveyed have been decontrolled. (c) Procedures. (i) The Division General Manager shall designate an engineer ( Assigned Division Engineer ) who shall be responsible to work with the ECA to classify all products, including software, sold by TABS. The Division Assistant General Manager ( DAGM ) shall inform the DEA of all new products planned or anticipated to be sold by TABS. The ECA will consult with the Assigned Division Engineer to prepare a binding export ruling application that will be submitted to the U.S. Department of Commerce, Bureau of Industry and Security. Upon receipt of the formal ruling from the U.S. Department of Commerce, the ECA shall notify the DAGM and DEA of any export licensing and/or limited distribution requirements. The ECA will work with TABS Division Export Administrators and Engineers to review and classify all software programs and technical data (such as user manuals) normally exported by TABS and describe the extent to which NLR or License Exceptions are available for their export. (ii) The ECA will not authorize the export of any technical data or software unless they have made an export license determination pursuant to its description on the Product Matrix or have consulted with and been advised by the ECA as to the appropriate export license that may be used. (iii) When applying for Licenses for equipment, the DEA or warehouse personnel shall list the applicable software on the license application regardless of whether it may be exported under a NLR or License Exception. (iv) When applying for Licenses as necessary for exports of technical data or software, the ECA shall follow the guidelines of EAR Part 748.

25 Process Policy , Page 24 (v) The Director of Export Control shall advise the Human Resources Department to alert the ECA whenever TABS employs a foreign national who is not a permanent resident so that appropriate decisions can be made on whether disclosure of non-public technical data to that national can be made under NLR or License Exceptions or require Validated Licenses. The ECA will work with the Director to ensure that such employees are restricted from access to technical data until the proper export license has been applied in a manner consistent with employment laws. (Most such foreign nationals will be eligible to receive all technical data of the type used by TABS under, at minimum, NLR or License Exception TSR provided that they sign an appropriate written assurance against re-export of such data or its direct product. The ECA and the General Counsel have forms of the required written assurances, which must be obtained, if applicable, in addition to standard company nondisclosure agreements.) (5) Export Clearance. The ECA and his designees in the Logistics Warehouses (Irvine CA and Memphis TN) shall ensure that each export shipment has an Export Reference Number assigned by the AES and complies with the export clearance requirements of EAR 758 (a copy of which shall be made available to Logistics Warehouse personnel). The ECA shall ensure retention of relevant shipping documents for at least five years. (a) Required Information to be Presented to Logistics Warehouse. The Logistics Warehouse personnel may not authorize release of any international shipment unless the AES has been completed to properly provide: (i) (ii) (iii) (iv) An Export Reference Number (which may only be assigned by the DEAs or the ECA), The applicable export License Number, License Exception Symbol, or NLR, as well as the ECCN for the product, The required Destination Control Statement, and The value (for customer purposes). Logistics Warehouse personnel are required to place a hold on export shipments if they have any question as to their legitimacy until such questions are satisfactorily resolved by the ECA. (b) Shipper's Export Declarations. The ECA must also supervise the execution of a Shipper's Export Declaration ("SED") (often done as part of a Shipper's Letter of Instruction) for each shipment in accordance with the requirements of EAR In particular, the ECA shall ensure that the License Number or NLR or License Exception Symbol is designated on the SED and conforms with the one on the invoice. The ECA

26 Process Policy , Page 25 shall also ensure placement of the appropriate Schedule B (Harmonized Tariff Classification) numbers on the SED for all products. (c) Destination Control Statement. The ECA shall ensure that the Destination Control Statement described in 3.B.(1)(a) above is placed on each shipping document. (d) Summary of Export Shipping Documents and Information Required On Them. Logistics personnel shall ensure that, on each of: (i) (ii) (iii) The Commercial Invoice; The Shipper's Export Declaration; and The bill of lading or air waybill; there appear: 1) The Destination Control Statement; 2) The ECCN for the highest level of controlled product (e.g., 4A003A, 4A994F, EAR99), 3) The License Number or NLR or License Exception Symbol, and 4) The value. As described above, the AES has fields to ensure that each of these items are done. The ECA and Logistics Warehouse personnel are responsible for ensuring that each shipment under their supervision complies with these and other Export Clearance requirements of EAR Part 758 and that the information conforms from document to document. (See the Rules of Conformity in EAR ) Export shipments to be hand-carried by anyone, and shipments of products to domestic customers where there is a reason to know the products will be reexported, will only be allowed with the authorization of the ECA or Division Export Administrators. Hand-carried shipments must be accompanied by an SED, which the person carrying the shipment must file with the Customs service or the carrier. (6) (a) Hand Carry Export Control. Hand-carry travel items requiring Export Compliance Review prior to departure: (i) (ii) Laptop personal computer. Laptop personal computer s operating system software.

27 Process Policy , Page 26 (iii) Any technical or business information such as software, presentations, or plans that will be shown to any non-us resident persons at the destination country. (b) Daily Hand-Carry Compliance Review Procedures (see example in Attachment F): (i) Please list the name of the person traveling and their contact telephone number under Exporter Name and Contact Info. (ii) In the Item section, please list the model/name of the personal laptop computer to be taken on the business trip to outside of the United States. (iii) In the Item section, please list the name and version of the operating system software of the personal laptop computer to be taken on the business trip. (iv) In the Item section, please list any technical or business information such as software, presentations, or plans that will be shown to any non-us resident persons at the destination country. (v) Under the Flight Information section, list the time, date, airline flight #, and from/to locations. (vi) Submit the form to TABS Export Control Administrator: TLGA, Phone: (vii) TABS Export Control Administrator will assign for each hand-carry item Export Compliance Control Numbers ( ECCN, on the form), the NLR/LIST, and Check Result values on the form. (viii) TABS Export Control Administrator will assign for the entire form Hand-Carry Approval Request form an Export Control Number, sign the form, and return to the requestor for their record keeping. C. EXPORT COMPLIANCE ADMINISTRATION. (1) Recordkeeping System. The ECA shall monitor TABS recordkeeping system to en-sure that it meets the requirements of EAR 762 and the special provisions referenced in Part The recordkeeping system may be flexible enough to allow for adaptations to updated recordkeeping modes (e.g., electronic or paper), but reproductions of original records must meet the strict requirements of EAR Recordkeeping should be consistent

28 Process Policy , Page 27 with TABS general recordkeeping system. Records must be maintained for at least five years from the date of the last transaction to which they apply. These records must contain copies of the following documents: (a) Standard operating guidance, legal memoranda and policy materials regarding export administration; (b) All correspondence with BIS, customers, and others regarding export administration; (c) Purchase orders, invoices, transportation documents, SEDs, letters of special authorization, telexes, and any other correspondence with respect to each export transaction; (d) Logs of shipments made under NLR or License Exceptions LVS (to ensure compliance with the twelve shipment per year limitation) and TEMP (to ensure return of temporary exports within one year); (e) Complete License Applications and Licenses with records of shipments made thereunder, amendments, and re-export applications; and (f) International Import Certificates and other License supporting documents as required by EAR Part 774 (five years). (2) Training of Personnel. Because of the complexity of the EAR and this ECP Manual, it is essential that each employee responsible for export compliance functions be instructed and receives refresher courses on export compliance guidelines. The Director of Export Control, the ECA, the DEAs, and all others who are directly responsible for export compliance must receive the most in-depth training and refresher courses feasible. All other personnel involved in export related functions must also receive some ECP training. In this connection, the following procedures shall be followed: (a) From time to time, as appropriate, this ECP Manual shall be updated and distributed to appropriate personnel, including particularly those responsible for its implementation (as listed on Attachment H). Likewise, a compliance policy memorandum shall be distributed annually by the Director of Export Control or other top management to all personnel involved in international sales and shipping that summarizes the ECP, indicates the persons responsible for reviewing export transactions and the locations of this ECP Manual, and reaffirms TABS commitment to compliance with U.S. export control laws, as described in 3.A.(1) above. (b) Whenever a new employee is hired in an export related capacity, his/her immediate supervisor shall include in his/her orientation a discussion of the ECP

29 Process Policy , Page 28 and the new employee's role in this Program. The same procedures shall be followed for employees transferred from other departments of TABS. All new employees involved in sales, customer service, transportation, and shipping shall receive a copy of the current TABS Export Compliance Policy Memorandum in his/her orientation package. (c) From time to time, as determined appropriate by the ECA, Division Export Administrators, and others whom the ECA or their supervisors may select shall attend outside seminars on export controls, including seminars on changes to the regulations and overall refresher courses. The ECA shall consider having an in-house seminar conducted from time-to-time for export related personnel. Some time during the audits shall be devoted to training. (d) Training shall cover all of the procedures required by this ECP Manual, as applicable for the particular employees. (e) After each annual internal audit, the ECA shall consider calling a meeting of export related personnel to review TABS procedures, explain improvements to be made, and obtain suggestions for improvements. (f) The ECA will distribute periodic memoranda and other materials to responsible personnel on updates and revisions to the EAR, U.S. export policies, and TABS compliance procedures, including EAR subscriptions, BIS Newsletters, and legal guidance. (3) Internal Audit System. On at least a bi-annual basis, if TABS is not audited by one of its parent companies, the Director of Export Control shall designate a person who is knowledgeable about matters contained in this ECP Manual but not affiliated with TABS daily export functions to conduct a thorough audit of TABS Export Compliance Program. The auditor may be either someone independent from TABS or a TABS employee responsible to the Director of Export Control or the President and not subject to ultimate control by the ECA. The auditor will use as one reference the audit module/checklists distributed from time to time by the BIS. The ECA shall also perform spot checks of operations under this ECP from time to time. Audits shall include the following elements: (a) (b) (c) (d) Flow charting the order processing system; Obtaining product and customer information to identify focus of review; Interviewing export-related personnel; Inspecting all required export-related documents;

30 Process Policy , Page 29 (e) Analyzing sample transactions; (f) Reviewing this ECP Program, additional implementation guidelines, and comparing it with TABS actual export compliance procedures; (g) Confirming screenings for Denial Lists, diversion risks, nuclear, missile, and chemical and biological weapons end-users/uses, and other required screenings; (h) Reviewing customer and product lists to ensure that no parties on the Denial Lists or nuclear, missile or chemical or biological weapon parties are present and that the commodities in the Product Matrix have been correctly identified as eligible for NLR or License Exception shipments; (i) Reviewing any deviations from the procedures set forth in this Manual, including discrepancies between required procedures and actual procedures, unusual transactions, or violations of the EAR; (j) Verifying existence of the following export control documents: (i) Copy of current Export Administration Regulations in a place available to the ECA, the Director of Export Control, and Administrators, the Commerce Control List therein available to any engineers who perform export classifications, and Section 758 thereof available to the Logistics Warehouse personnel; (ii) Updated Denial Lists, red-flag indicators, and distribution thereof to all applicable personnel; (iii) All Licenses; (iv) International Import Certificates, Forms 629P, and other end-user supporting documentation for license applications; (k) Verifying the following records for export transactions: (i) (ii) All shipping documents; All invoices, contracts, purchase orders, and the like; and (iii) Proper destination control statements, Validated License Numbers or NLR or License Exception Symbols, ECCNs, and values on SEDs, invoices, and waybills; (l) Verifying order processing as follows:

31 Process Policy , Page 30 (i) Whether Export Compliance Checklists have been completed and other required screenings performed as required by 3.B. of this ECP; (ii) Whether a Product Matrix is maintained by each Division Administrator and has been used properly; (iii) Whether TABS personnel are correctly following procedures for (i) processing orders to determine whether a NLR or License Exception or an License is appropriate for an export shipment, (ii) conducting Denial Lists reviews, (iii) conducting diversion risk screening, (iv) conducting nuclear, missile and chemical and biological weapons endusers/uses screenings, and (v) routing all export shipments through the CSR, or equivalent, and Division Administrator; (m) Verifying the following ECP Documentation: (i) The existence of this ECP Program and its availability to requisite personnel, appropriate updates here-to, and current names and functions of personnel assigned ECP duties; (ii) Current lists of persons at TABS who are responsible for administration of the ECP; (iii) (iv) Training records; and Methods for addressing deficiencies or problems. Each auditor shall be adequately trained to perform these audit functions. After each audit of TABS, the designated auditor shall prepare a report to the Director of Export Control summarizing his/her findings on TABS adherence to this ECP Manual and the EAR with a list of action items to be accomplished. The Director shall present a summary and his reaction to it to the President. Upon instruction by the Director, the ECA shall take all appropriate steps to correct any deficiencies encountered and to improve the functioning of the ECP. 4. Policy for Addressing Compliance Problems. Any employee having a reason to know of a deviation from the policies or procedures prescribed by this manual shall immediately bring the matter to the attention of the ECA. This includes any potential violations of the EAR with respect to TABS shipments, any evidence of export violations by customers, resellers, or distributors, any failure to fulfill the procedures required by this ECP Manual, or even reports by U.S. Government officials. The ECA shall immediately bring any such matter to the attention of the Director of Export Control with a written report, and will follow up that report with explanations, if any, of the matter. The ECA, under the supervision of the Director of Export Control, shall

32 Process Policy , Page 31 conduct an investigation of each such compliance report. After consultation with the Director, the Director shall take appropriate action, which may include a report of the matter to BIS. The ECA and his/her designees shall seek appropriate guidance from BIS or other sources to clarify export licensing and compliance requirements. The General Counsel of TABS shall also prepare contracting terms to assist in ECP compliance (including those in Part II.A. above.) Contingency and/or force majeure clauses should be inserted appropriately in sensitive export sales contracts to avoid delivery penalties or liability for licensing delays, restrictions imposed on Licenses, denials of Licenses, and future EAR amendments that may inhibit delivery, servicing, warranty performance, and software updates. Methods for resolving issues arising from License restrictions required by BIS should also be considered in large contracts for sensitive equipment, especially those for sales to countries of special export control sensitivity. The General Counsel should also consider inserting particularly specific export compliance requirements in contract with distributors and resellers who either are authorized to sell outside their home countries or are located in countries listed in Country Groups D:3 or D:4 (Supplement 1 to EAR Part 740). Finally, written assurance provisions against re-export of technologies or the direct product thereof should be included in licensing agreements to comply with TSR requirements in EAR 740.3(d). 5. EXHIBITS. The following exhibits as referenced above are attached; TABS Export Compliance Policy Memorandum, Attachment "A"; Know Your Customer Guidelines, Attachment "B"; Export Compliance Checklist (with High Risk of Diversion Profile), Attachment "C"; Statement of Assurance, Attachment "D"; TABS Export Control Request Form, Attachment "E"; TABS Hand Carry Form, Attachment F ; DSE Technology Transfer Export Control, Attachment G ; TABS Personnel Responsible for Export Compliance, Attachment H ; Special Controlled Shipment Screening, Attachment I ; Useful Links, Attachment J Additional references for this policy can be found in: U.S. Export Administration Regulations (15 C.F.R. 730 et seq.; International Traffic in Arms Regulations (22 C.F.R. 120 et seq.); Office of Foreign Assets Control Regulations (31 C.F.R. Part 500 et seq.) A.doc 1605-B.doc 1605-C.doc 1605-D.doc 1605-E.doc 1605-F.doc 1605-G.doc 1605-H.doc 1605-I.doc 1605-J.doc 6. DEPARTMENT WITH PRIMARY RESPONSIBILITY. Legal Department. 7. DEPARTMENT WITH SECONDARY RESPONSIBILITY. Logistics Department.

33 Process Policy , Page 32 III. Exhibits- Page Attachment A- Memorandum from Scott Maccabe 33 Attachment B- Know Your Customer 35 Attachment C- Customer Export Compliance Checklist with High Risk Profile 37 Attachment D- Statement of Assurance 41 Attachment E- TABS Export Control Request Form 42 Attachment F- TABS Hand Carry Form 43 Attachment G- DSE Technology Transfer Export Control 45 Attachment H- TABS Export Control Personnel 46 Attachment I- Special Controlled Shipment Screening (For Export Dept. use only) 47 Attachment J- Useful Links 52

34 Process Policy , Page 33 Attachment A. Memorandum from Scott Maccabe TABS Export Compliance Policy Statement Memorandum to All Toshiba America Business Solutions Employees From: Re: Scott Maccabe, Chairman & CEO Export Compliance Policy Date: July 1, 2013 The U.S. Government imposes restrictions on the export from the United States, and on the re-export from foreign countries, of most products exported by TABS and its distributors. These restrictions are implemented principally through the Export Administration Regulations ("EAR"; 15 C.F.R. 730 et seq.), the International Traffic in Arms Regulations ("ITAR"; 22 C.F.R. Part 120 et seq.), and the asset control and sanctions programs administered by the Treasury Department's Office of Foreign Assets Control ("OFAC") (30 C.F.R. Part 500 et seq.), as well as other U.S. export control laws. Japan and other countries also impose export control laws. Export controls affecting TABS exports have been imposed pursuant to important U.S. policies involving national security, foreign policy, and nuclear, missile, and chemical and biological weapons nonproliferation, among others. It is the unequivocal policy of TABS that all export and re-export transactions involving TABS/TBS shall be conducted in full compliance with all applicable U.S. export control laws, regulations, and policies and the policy of Toshiba Corporation. Under no circumstances may TABS exports be made contrary to U.S. law or this policy. In order to carry out this policy, TABS has established comprehensive export compliance procedures that are reviewed and audited by Toshiba-TEC Corporation. Our Vice President, General Counsel, and Secretary is the Director of Export Control for TABS. An Export Control Administrator is centrally responsible for administering these procedures directly within the Logistics Department, and each Division has appointed Export Administrators to see to compliance and is responsible for ensuring that these procedures are carried out. Export compliance is everyone's responsibility. Any questions should be referred to the Export Control Administrator or the Director of Export Control. In particular, no exports may be made except as covered by export licenses where required or in accordance with regulatory requirements where no licenses are required. No transactions may be undertaken with anyone listed on the various Denial Lists issued by U.S. and Japanese Government agencies as parties with whom it is illegal to do business. Sales may not be made in most cases where the end-user or end-use is known to be related to sensitive nuclear, missile, or chemical or biological weapons activities.