Government Subcontract Rider

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)”) placedby Apex Technology, Inc. (hereinafter “Apex”), unless otherwise specified on the face of thePO.

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 AcquisitionRegulation (“FAR”) and U.S. Department of Defense FAR Supplement (“DFARS”) clausesidentified below shall also apply to the PO, as required by terms of the prime contract or byoperation of law or regulation. Said FAR and DFARS clauses are incorporated into the PO byreference, with the same force and effect as if they were given in full text. The effectiveversion of each FAR or DFARS clause shall be the same version as appears in Apex’s primecontract, 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-tiersubcontract, the date shall be the regulatory date in effect as of the date of the PO. Theapplicability and interpretation of each clause are subject to any specific parentheticalstatement following its title. In the event of a conflict between these FAR or DFARSprovisions and the terms of the main body of the PO, the terms in the main body of the POshall control.

Seller agrees to negotiate in good faith with Apex to amend and incorporate into the PO anyadditional clauses as Apex may deem necessary in order to comply with the clauses of itsprime contract, subcontract, or higher tier subcontract. If any such amendment causes anincrease or decrease in the cost of, or the time required for, performance of any part of thePO, an equitable adjustment shall be made by Apex pursuant to the “Changes” clause ofthe 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 profilesubmission, 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, 2and Apex makes those certifications and representations set forth below. The Seller shallimmediately notify Apex of any change of status regarding any certification orrepresentation.

V. 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 theproper intent of the clause, except where further clarified or modified in the parentheticalthat follows each clause. Notwithstanding the foregoing, nothing herein shall be construedto mean that Apex may modify or limit any rights the United States Government may have asset forth in the FAR and DFARS clauses below. Nor shall anything herein be construed toprovide Seller with rights that only the United States Government has the authority to grantor perform, such as in FAR 52.227-1 and FAR 52.227-2. All Seller contact with the primecontract or any higher-tier subcontractor relating to this PO shall be through or coordinatedwith Apex.

VI. Inapplicability of Clauses:

To the extent that any clause included in this Rider is inapplicable to the performancerequired under the PO, the parties shall consider such clauses to be self-deleting and shallnot impose any obligations upon the Seller.

VII. FAR: