I. Scope

These Federal Acquisition Regulation (“FAR”) and Department of Defense FAR Supplement (“DFARS”) Flow Down Clauses shall be applicable to all Purchase Orders (“PO(s)”) placed by Apex Technology, Inc. (hereinafter “Apex”), unless otherwise specified on the face of the PO.

II. Incorporation of FAR and DFARS Clauses:

When the products or services furnished under a PO are furnished in connection with a U.S. Government prime contract or subcontract, the following U.S. Federal Acquisition Regulation (“FAR”) and U.S. Department of Defense FAR Supplement (“DFARS”) clauses identified below shall also apply to the PO, as required by the terms of the prime contract or by operation of law or regulation. Said FAR and DFARS clauses are incorporated into the PO by reference, with the same force and effect as if they were given in full text. The effective version of each FAR or DFARS clause shall be the same version as appears in Apex’s prime contract, or higher-tier subcontract under which the PO is issued.

In the event there is no such equivalent clause in Apex’s prime contract or higher-tier subcontract, the date shall be the regulatory date in effect as of the date of the PO. The applicability and interpretation of each clause are subject to any specific parenthetical statement following its title. In the event of a conflict between these FAR or DFARS provisions and the terms of the main body of the PO, the terms in the main body of the PO shall control.

Seller agrees to negotiate in good faith with Apex to amend and incorporate into the PO any additional clauses as Apex may deem necessary in order to comply with the clauses of its prime contract, subcontract, or higher tier subcontract. If any such amendment causes an increase or decrease in the cost of, or the time required for, performance of any part of the PO, an equitable adjustment shall be made by Apex pursuant to the “Changes” clause of the governing terms and conditions.

III. Certifications and Representations:

Seller acknowledges that Apex will rely upon Seller’s certifications and representations, including representations as to business size and socio-economic status as applicable, contained in these clauses, any written offer, proposal or quote, or company profile submission, which results in award of a contract to Apex. By entering into such contract, Apex republishes the certifications and representations submitted with its written offer, including company profile information, and oral offers/quoting made at the request of Apex, and Apex makes those certifications and representations set forth below. The Seller shall immediately notify Apex of any change of status regarding any certification or representation.

IV. Interpretation Notes:

In all FAR and DFARS clauses listed below, the terms “Government”, “Contractor”, and “Contracting Officer” shall be revised to suitably identify Apex and Seller and affect the proper intent of the clause, except where further clarified or modified in the parenthetical that follows each clause. Notwithstanding the foregoing, nothing herein shall be construed to mean that Apex may modify or limit any rights the United States Government may have as set forth in the FAR and DFARS clauses below. Nor shall anything herein be construed to provide Seller with rights that only the United States Government has the authority to grant or perform, such as in FAR 52.227-1 and FAR 52.227-2. All Seller contact with the prime contract or any higher-tier subcontractor relating to this PO shall be through or coordinated with Apex.

V. Inapplicability of Clauses:

To the extent that any clause included in this Rider is inapplicable to the performance required under the PO, the parties shall consider such clauses to be self-deleting and shall not impose any obligations upon the Seller.

VI. FAR: