MICROSEMI CORPORATION

PURCHASE ORDER TERMS AND CONDITIONS

APPLICABLE ONLY WHEN MICROSEMI IS P URCHAS ING P RODUCTS OR SERVICES

Form Rev. 3.5 Page 1 of 3

1. ACCEPTANCE: The purchase order, together with these terms

and conditions, a s may be changed by Micr osemi ( defined below) from time

to time,

and any attachments and exhibits (collectively the “Purchase

Order” ), constitutes the entire a nd exclus ive agreement between M icrosemi

Corporation and any of its direct and indirect subsidiaries (each referred to

as “Microsemi”) and the supplier identified in the Purchase Order

(“Supplier”). Acceptance of this Purchase Order by Supplier is expressly

limited to the terms and conditions contained in the Purchase Order. Any

additional or different terms and conditions stated by Supplier in any

proposal on Supplier’s acknowledgement form or otherwise are deemed to

be a ma ter ial a lter ati on of thi s Purcha s e Or der a nd a re her eby objec t ed to b y

Microsemi and shall be inapplicable to this Purchase Order unless

specifically agreed to in writing by Microsemi signed by an officer of

Microsemi. Microsemi’s failure to object to provisions contained in any

communication from Supplier shall not be deemed a waiver of any of the

provis ions c onta ined her ein. Supp lier s hall issue a n ord er acknowledgement

within three (3) days from receipt of this Purchase Order, which shall

include a scheduled da te of delivery.

2. PAYMENT: Unles s otherwis e agreed t o in writing signe d by an

authorized representative of Microsemi, payment to Supplier will be made

seventy-five (75) da ys from the la ter of the da te such invoice i s rec eived by

Mic ros emi or the da t e of r ec eipt by Micr osemi of t he pr oduc ts or services t o

which such invoice applies. Payment of any invoice shall not constitute

acceptance of the products or services or a waiver of any right to test or

insp ect the produc ts and s hall be sub ject to adjus tment in t he eve nt Sup pli er

fail s to meet the requirements of this Purcha se Order.

3. PRICES: Unl ess ot herw is e sp ec i fied on the f ac e of thi s P urc ha se

Order, prices include all applicable taxes except sales taxes, which are

separ a tel y shown w he n a ppl icab l e. Supp l ier war ra nts that t he pri c es cha r ged

for the products or services will be as low as the lowest prices charged by

the Supplier to any customer purchasing similar goods or services. Prices

shall not be higher than those last quoted or charged to Microsemi unless

otherwise agreed to in a signed writing.

4. PACKING AND SHIPMENT: All products shall be packed b y

Supplier in suitable containers for protection in shipment and storage. No

charge sha ll be ma de for pac kaging or storage. P roduct s must be pa cked and

shipped in accordance with good commercial practices to secure lowest

possible freight or express charges. Supplier shall mark on containers

shipping instructions and information, order number, item and account

number, shipment date, and names and addresses of Microsemi and

Supplier. Shipment of products shall be F.O.B. Unless otherwis e specified

in this Purchase Order, the F.O.B point shall be to Microsemi’s location

designated in this Purchase Order. Supplier shall bear all risk of loss or

damage to the products and title shall not shift to Microsemi until delivery

of the products to Microsemi’ s location.

5. DELIVERY: Time is of the essence for this Purchase Order.

Failure by Supplier to meet delivery dates specified in this Purchase Order

shall constitute a material breach of the Pur chas e O rder a nd M icr osemi may,

in its sole discretion: (i) cancel the Purchase Order in whole or in part; (ii)

extend the time for delivery; and/or (iii) require Supplier to ship all or part

of the products by prepa id air f reight at Suppli er’s expense until Sup plier’s

deliveries are in accordance with the requirements of the Purchase Order.

Supplier agrees to pay Microsemi any penalty and/or damages imposed

upon or incurred by Microsemi resulting from Supplier’s failure to deliver

the products or services on the specified delivery dates. Microsemi may

return or store at Supplier’s expense any products delivered more than ten

(10) days in a dvance of the deli ver y date s pec ified f or such p roduct s, unless

otherwise agreed to in writing.

6. CHANGES: Microsemi shall not accept any changes to this

Purchase Order, including but not limited to specifications, processes, key

supp liers, or changes i n Supplier ’s manufa cturi ng locati on, unless agreed to

in advance in a writing signed by an authorized representative of

Microsemi. Microsemi may make changes in the specifications and

drawings on any item at any time. Any delays or additional costs incurred

by Supplier as a result of such changes shall be subject to an equitable

adjustment of price and delivery sched ule.

7. RESCHEDULE AND CANCELLATION: Microsemi may

resc hedule, c anc el or c hange a ll or any par t of a Purchas e Order at any ti me

for convenience upon written notice to Supplier. Upon receipt of

Mic rosemi’ s notic e, Suppl ier shall cea se all wor k under t he Pur chase Order .

Microsemi shall only be liable to Supplier for services satisfactorily

performed to the date of termination for custom products (but not standard

products) and products or services delivered and accepted by Microsemi.

Suppl ier shal l present t o Microsem i in writ ing any cla im for rei mbursement

withi n twent y (20 ) da ys of Sup pli er’s receip t of M icros emi’s w rit ten noti ce.

Supplier shall mitigate its claim to the fullest extent possible, and Supplier

grants Microsemi the right to audit Supplier’s books and records related to

such reimbursement claim. Cancellation or termination by Microsemi will

not constitute a waiver or release of any rights and reme dies of M icr osemi.

8. INSPECTION: All products are subject to final inspection and

approval at Microsemi’s location or other place designated by Microsemi.

Microsemi’s failure to accept or reject products or detect defects during

inspection does not relieve Supplier of its responsibilities to provide

products in accor dance wit h Purchas e Order r equirements.

9. CONFIDENTIAL INFORMATION: Any information that

Microsemi discloses to Supplier, including but not limited to, prints,

designs , produc t develop ment pl ans, ma rketi ng plans, busines s informa tion,

vendor lists, trade secrets, drawings, schematics, technical specifications,

manufac tur ing tec hniques , f orecas ts, fi nanc ial i nformati on, cus tomer li sts or

other documents in connection with this Purchase Order, shall be deemed

Microsemi confidential, proprietary information. Supplier shall keep

confidential and otherwise protect from disclosure such information.

Supplier shall use all information only in the performance of and for the

purpose of the Purchase Order. Supplier shall protect the information by

using t he same degree of car e, but no l ess tha n a reas onabl e degree of car e,

to prevent the unauthorized use, disclosure, dissemination or publication of

the inf ormation a s Suppli er uses to p rotect i ts own compa rable conf idential

and proprietary information. Upon Microsemi’s request, and in any event

upon the completion or cancellation of the Purchase Order, Supplier shall

promptly return to Microsemi all information. Supplier represents that its

employees are contractually obligated not to disclose information obtained

by Supplier’s employees in the course of their employment and agree that

only those employees who have a “need to know” for the purpose of this

Purc has e Or der s ha ll ha ve ac cess t o such i nf ormat i on. Mic r osemi s ha ll at all

times be the sole and exclusive owner of its confidential information. All

tools , equipment, dies, dra wings or ot her materi als pai d for or fur nished by

Microsemi under the Purchase Order shall be and remain the sole property

of Microsemi.

10. WARRANTY: Supplier warrants that all products and/or

services that are furnished hereunder: (i) are free from faulty workmanship

or the use of defective materials; (ii) conform to the specifications,

drawi ngs, sa mple or ot her descr iptions f urnished or sp ecified b y Mic rosemi

or furnished by Supplier and accepted by Microsemi; (iii) do not infringe

any patent, trademark, trade secret, copyright or other intellectual property

rights or proprietary rights of any third party; (iv) will be of merchantable

quality and will be fit for their ordinary intended purpose as well as any

special purpose specified by Microsemi; (v) are new and have not been

previously used. Supplier also warrants that it has good title to the items,

free from all encumbrances. These warranties will survive any inspection,

delivery, acceptance, or payment by Microsemi for the products and/or

services and are in addition to, and shall not be construed as restricting or

limit ing any war ra nties of Suppli er, expr ess or impli ed, that are provid ed by

law or exist by operation of law. In addition to the warranties above,

Supplier shall extend all warranties that it receives from its vendors to

Mic rosemi a nd M icrosemi’s c ustomers .

MICROSEMI CORPORATION

PURCHASE ORDER TERMS AND CONDITIONS

APPLICABLE ONLY WHEN MICROSEMI IS P URCHAS ING P RODUCTS OR SERVICES

Form Rev. 3.5 Page 2 of 3

In addition to the foregoing warranties, Supplier warrants the products

against epidemic failure. An epidemic failure shall mean a substantially

similar repetitive root cause, failure, mode or defect that occurs in such

products indicating a common systemic failure and resulting in a two

percent (2%) or greater failure of Supplier’s products during the three year

period following delivery of the products to Microsemi. The party that

discovers the epidemic failure shall notify the other promptly; provided,

however, that in t he event Sup plier dis covers a failure tha t creates a ris k of

injury or death, Supplier will notify Microsemi without delay and will also

provide Microsemi with written notice within twelve (12) hours of any

notification made by Supplier to any governmental body responsible for

regula tion of pr oduct safet y. Supp lier and Mic rosemi shall establish, within

ten (10) days not ice b y either pa rty up on discovery of such epide mic failure,

a mutually agreed upon emergency procedure to resolve and replace all

defective products. Any and all costs associated with the emergency

proc edure a re to b e bor ne solel y b y Suppl ier. Suppl ier al so agr ees t o inform

Microsemi in writing of any other epidemic failures occurring in products

sold t o Supplier's other customers.

11. TERMINATION: Microsemi may terminate this order at any

time b y notice i n writing t o Supplier. In such e vent Mi crosemi sha ll not b e

liable for any termination, cancellation, charge back or restocking charges

and in no event shall Microsemi be liable for any loss of profits on the

Purchase Or der or por tion thereof so terminated.

12. OBSOLESCENCE: If production of any products or the

perf or manc e of a n y ser vic es i s to b e dis c onti nue d a t a n y ti me wi thi n o ne (1 )

year after final delivery of such products or performance of such services

under any order, Supplier shall give Microsemi at least 180 days prior

written notice of such discontinuance, during which Supplier shall accept

orders from Mi cros emi for reasonabl e quantity of such product s or services.

13. INDEMNITY: Supplier shall, at Microsemi’s option, defend

Microsemi (and its agents, employees, officers and directors) against each

and every demand, claim, assertion of liability or other legal action arising

or alleged to arise, directly or indirectly out of: (i) the possession, use, sale

handling or consumption of any goods sold or delivered by Supplier

purs uant to this Purc hase Or der; (ii) any ac t, omission or failure to perform

the obl iga t ions or req ui reme nts her eun der of Sup p li er or i mpos ed b y l a w; or

(iii) with respect to the products provided by Supplier hereunder, one or

more of the following situations arising from or related thereto: (a) any

damages, sickness, injury or death to persons; (b) damages or injury to

property, whether of Microsemi’s or otherwise; (c) inaccurate, incomplete

or false labeling or description; (d) defects in quantity or quality; or (e)

breach of any warranty, express or implied, whether included herein or

otherwi s e, a nd, wit h r esp ec t t o ( i) , (i i ) a nd ( iii ) ab ove, Supp l ier s ha ll assum e

legal responsibility for, indemnify and hold Microsemi free and harmless

(and its agents, employees, officers and directors) against any and all loss,

damage, fines, liabilities, costs and expenses (including, but not limited to

att orney fees, cour t costs, and reasona ble invest igative and dis covery c osts)

and other sums which Microsemi (or its agents, employees, officers or

directors) may reasonably pay or may become obligated to pay on account

of each and every such demand, claim, assertion of liability or action.

Microsemi agrees to notify Supplier promptly in writing in the event any

such claim, demand, assertion of liability or action, is brought to

Microsemi’s attention.

14. PATENT INDEMNITY: Supplier shall defend any suit or

proc eeding broug ht agains t Microse mi ins ofar as such suit or proceedi ng is

based on a claim that any products manufactured and/or supplied by

Supplier to Microsemi constitute direct or indirect infringement of any

patent, and Supplier shall pay all damages, including attorney’s fees, and

costs finally awarded therein against Microsemi. If the products

manufactured and/or supplied by Supplier to Microsemi shall be held to

infringe any patent, and Microsemi shall be enjoined from using the same,

Supplier will exert all reasonable efforts, at Microsemi’s option and at

Supplier’s expense to: (i) procure for Microsemi the right to use such

produc t s fr ee of any li ab i lit y for p atent inf r inge ment ; (ii) r eplac e s uch goods

with a non-infringing substitute otherwise complying substantially with all

requirements of this Purchase Order; or (iii) refund the purchase price and

any costs associated therew ith.

15. LIMITATION OF LIABILITY: Notwithstanding anything

herein, or in any other document applicable to any transaction between

Supplier and Microsemi, both parties ac knowledge that (A) in no e vent s hall

Microsemi be liable for any loss of revenue, profit or for indirect, special,

incidental, consequential or punitive damages to person or property arising

out of or connected with the Purchase Order; and (B) in no event shall

Mic rosemi’ s liab ilit y in connect ion herewi th or resul ting f rom (i) t he sale or

use of any product supplied by Supplier or (ii) any services performed by

Supplier hereunder, exceed the amounts paid to Supplier by Microsemi

under the applicable Purchase Order in the six (6) months preceding the

action(s) which are the sub ject of and directly affected by such cla ims.

16. REMEDIES: If Supplier breaches its warranties as specified

herein, Suppli er shall, at Micros emi’s opti on, repair or replace a ny products

which are returned by Microsemi during the applicable warranty period set

forth herein, or refund to Microsemi monies paid by Microsemi for such

products or services. Supplier shall reimburse Microsemi for any expenses

or costs associated with such return, including transportation charges.

17. APPLICABLE LAW : This Purchase O rder shall be governed by

and cons trued under t he laws of the state of California without ref erence to

its conflict of laws rules or any other rules that would result in the

application of a different body of law.

18. ALTERNATE DISPUTE RESOLUTION: Any dispute

between Microsemi and Supplier arising from or related to this Purchase

Order or the subject matter hereof, including its validity, construction or

performanc e thereu nder, shall be ex clus ively resolved throug h arb itration by

a mutually acceptable impartial and neutral arbitrator appointed by the

Judicial Arbitration and Mediation Services (JAMS) in accordance with its

rules and procedures. If the parties are not able to agree on an arbitrator

within ten (10) days of the date of request for mediation is served, then

JAMS shall appoint an arbitrator. Notice of arbitration shall be served and

filed with the JAMS main offices in Irvine, California. Each party shall be

responsible for all costs associated with the preparation and representation

by attorneys, or any other persons retained thereby, to assist in connection

with any such Arbitration. However, all costs charged by the mutually

agreed upon arbitration entity shall be equally shared by the parties. The

part y seek ing medi a ti on and/ or ar b itr at ion a s provid ed herei n agr ees th a t the

venue for any such mediation and arbitration shall be selected by the other

party and that such venue must be Los Angeles, California; whereby the

applicable law and provisions of the Evidence Code of the State selected

thereby shall be applicable and shall govern the validity, construction and

performanc e of this Purcha se Order.

19. FORECAST: Any Microsemi forecasts furnished under a

Purchase Order are presented in good faith and are nonbinding on

Microsemi. Microsemi shall only be liable for actual Purchase Order

releases ma de by Micr osemi.

20. WAIVER: Eac h shipment made u nder any Pur chase Or der shall

be tr eated as a s eparate sal e and transac tion, but in the event of a ny defaul t

by Supplier, if Microsemi elects to continue to accept shipments, its action

shal l not c onst itut e a wa iver of any def aul t by S upp lier or in a ny wa y a ffect

Microsemi’s legal remedies for any such default. If any provision of the

Purchase Order is found to be illegal or otherwise unenforceable by any

court or other judicial or administrative body, the other provisions of this

Purchase Order shall not be affected hereby and shall remain in full force

and effect.

21. COMPLIANCE WITH LAWS: Supplier agrees and warrants

that it shall comply, at its own expense, with all federal, state, and local