MICROSEMI CORPORATION

SALES ORDER TERMS AND CONDITIONS

APPLICABLE ONLY WHEN MICROSEMI IS SELLING PRODUCTS

Form Rev. 2.7 Page 1 of 3

1. GENERAL. (a) These Terms and Con dit ions , as may be changed

by Seller (defined below) from time to time, constitute an integral part of

any offer to s el l, or any sal e, made b y Micr os emi Cor por a tion a s wel l as any

of its direct and indirect subsidiaries (each a “Seller”) to sell or supply

goods and services to any person or entity (“Buyer”) and shall govern the

sale a nd sup ply of t he goo ds and services. Any addit ional or di ffer ent t erms

or conditions proposed by Buyer in any purchase order or otherwise are

hereby rejected. B uyer’s a ccepta nce of al l of the terms and condi tions herein

is an express condition to the formation of any contract of sale between

Buyer and Seller. (b) No order by Buyer, regardles s of whether a deposit ha s

been accepted, shall be binding upon Seller until a credit review has been

completed and the order has been accepted by an officer of Seller at its

corporate headquarters in Aliso Viejo, California, regardless of Seller’s

point of manufacture or point of shipment. (c) If a contract is not earlier

formed by mutual agreement in wiring signed by an officer of Seller based

at its corporate headquarters in Aliso Viejo, CA., acceptance of any goods

and services shall be deemed acceptance of the terms and conditions stated

herein.

2. PRICES. (a) Unless otherwise stated in writing signed by an

officer of Seller based at its corporate headquarters in Aliso Viejo, CA, all

pric es quot ed by Sell er a r e b as ed o n U. S. dol la r s, Inc oter ms 2 01 0 EXW (Ex

Works) basis (Buyer shall be liable to pay Seller’s charges for transport,

packaging and insurance), and are effective for thirty (30) days from the

date of quotat ion. (b) Tra nsporta tion sha ll be by com mon ca rri er, at Buyer’s

risk and expense, wi th the cha rges t herefore add ed to the qu oted prices. (c)

Should Buyer p ostp one the deliver y date, Seller shall have the right to adjust

the pr ice of the undelivere d goods and services t o Seller’s price at the time

of shi pment of t he goods and p erformanc e of servic es. (d) Unless ot herwise

agreed to in writing signed by an officer of Seller based out of Seller’s

corp ora te hea dq ua rter s in Al is o Viejo, CA, Sell er res er ves the r ight t o adjus t

its prices for any goods scheduled for shipment more than sixty (60) days

after Seller’s acceptance of Buyer’s order. (e) All of Seller’s published

prices or quoted prices are subjec t to c hange wit hout notice.

3. TAXES. Any sales, use or manufacturer’s tax which may be

imposed upon the sale or use of goods and services, or any property tax

levied after readiness to ship, or any excise tax, license or similar fee

requi red under t his tr ansact ion, shall be in a ddition to t he quote d pric es and

shall be paid by Buyer. If Buyer is exempt from any taxes, Buyer shall

furnish to Seller an appropriate tax exemption certificate, in a form

acceptable to the taxing authority or authorities having jurisdiction over

such tax mat ters.

4. DOMESTIC TERMS OF PAYMENT. (a) Unless otherwise

agreed t o in writ ing signed b y an off icer of Seller bas ed out of it s corpora te

headquarters in Aliso Viejo, CA., the payment terms on orders for

shipments made to the continental United States are “net thirty” (30) days

from the date of invoice. All charges are payable in U.S. dollars. (b) A

servic e charge of 1 1/ 2 percent per mont h, not to exceed t he maximum rate

allowed by law, may be charged on any portion of Buyer’s outstanding

balance that is not paid within thir ty (30) days after invoice date.

5. TERMS OF SHIPMENT. All shipments are made Incoterms

EXW (Ex Works), according to Incoterms 2010 as issued by the

International Chamber of Commerce. Shipments are made in a

commer ciall y reasonab le manner a s determin ed by the Sel ler. Ti tle and r isk

of loss or damage shall pass to Buyer at the Ex Works named site. Partial

and/or instal lment ship ments are author ized and s hall be pa id for when due.

Shipment schedules are approximate and Seller will use commercially

reas ona ble ef f orts to comp let e shi pment a s indi cat ed. Sub-assembl ies for the

equipment may be shipped from different Ex Works named sites and

integrated during installation.

6. PURCHASE PRICE SECURITY INTEREST. (a) It is agreed

by Buyer and Seller that, as to the goods which are the subject of any

contract of sale and all accessions thereto and proceeds thereof, a purchase

money security interest shall attach with Seller as secured party, and with

resp ect to goods whi ch are r esold in any form b y Buyer, Sel ler shal l be the

assignee of any security interest which Buyer retains or obtains in such

goods until Buyer ha s made payment in full therefore in acc ordance wi th the

terms her e of. ( b) Buyer s hal l be i n defa ult ( i) if it fai ls t o mak e a ny paym ent

as provided for herein; (ii) if bankruptcy, receivership or insolvency

proceedings are instituted by or against Buyer; or (iii) if Buyer makes any

assignment for the benefit of creditors. (c) Upon Buyer’s default, Seller

shal l have all t he rights and remedi es of a s ecured cr editor as well as t hose

of a seller of goods, under the Uniform Commercial Code and any other

applicable law, including but not limited to, the right to take possession of

the goods. (d) Seller may remedy any default and may waive any default

without waiving the default remedied or without waiving any prior or

subsequent default. (e) Buyer agrees to cooperate fully and assist Seller in

perfecting and/or continuing Seller’s security interest and to execute such

documents and accomplish such filings and/or recordings thereof as Seller

may deem necessary for the protection of Seller’s interest in the goods. (f)

The making of any contract of sale by Buyer and Seller shall be

consummated by their signing thereof and this security interest shall be

deemed in full forc e and effect.

7. TERMINATION AND CANCELLATION. (a) Except for

Purchase Orders for goods and services of Seller’s subsidiary known as

Micros emi Freq uency and Ti me Co r p orat ion (“FTD”) , B uyer ma y termi nat e

a Purchase Order in whole or, from time to time, in part upon sixty (60)

days advance written notice for standard goods and one hundred twenty

(120) days advance written notice for custom goods. In any such event

Buyer shall be liable for termination charges, which shall include a price

adjus tment based on the qua ntity o f goods ac tually deli vered, and all cos ts,

direc t or i ndir ec t, i ncur r ed or c o mmit ted f or a n y sa les c ontr a ct t ogether wi th

anticipated profits, purchase orders placed for goods of FTD may not be

canceled. (b ) Unl ess ot herw is e a greed upon i n a wri t ing s i gned by an o f fic er

of Seller based out of Seller's corporate headquarters in Aliso Viejo, CA,

Seller may cancel all quantities not shipped to Buyer within twelve (12)

months of Purchase Order date. In the event that Seller does not ship all

quantities or comp lete d elivery of services because of any action or requi site

inaction on the part of Buyer and elects to cancel any quantity not so

shipped, Buyer shall be l iable for termination charges as provided herein. ( c)

If in Seller’s sole and absolute discretion, Buyer’s financial condition does

not justify the terms of payment specified herein, Seller may, without any

liability to Seller, cancel any sales contract for goods a nd s er vic es or req uir e

Buyer to immediately pay for all goods and services which have been

delivered and pay in advance for all goods and services to be delivered.

8. NON-WAIVER OF DEFAULT. In the event of any default by

Buyer, Seller may decline to supply further services or make further

shipments of goods . If Sel ler elec t s to cont inue t o mak e shi p ments or sup pl y

goods and services, Seller’s action shall not constitute a waiver of any

default by Buyer or in any way affect Seller’s legal remedies for any such

default.

9. U.S. GOVERNMENT CONTRACTS. If t he goo ds and s ervic es

to be furnished under any sales contract between the Buyer and the Seller

are to be used in the performance of a U.S. Government contract or

subcontract, any U.S. Government procurement regulations shall not be

incorporated herein by reference (except as may be specified in a separate

document signed by an officer of Seller based in Seller’s corporate offices

in Aliso Viejo, CA). Unless otherwise specifically agreed upon in writing,

certified cost or pricing data will not be provided and CAS, Defective

Pricing, and Audit requirements will not apply for goods and services

purchased her eunder.

10. CONTINGENCIES. Sell er i s not lia ble, either wholly or i n part ,

for nonperformance or a delay in performance due to force majeure or

contingencies or causes beyond the reasonable control of Seller, including

but not limited to, shortage of labor, fuel, raw material or machinery or

technical or yield failure. Seller may, in its sole and absolute discretion,

allocate production and deliveries in the event of shortage of goods.

MICROSEMI CORPORATION

SALES ORDER TERMS AND CONDITIONS

APPLICABLE ONLY WHEN MICROSEMI IS SELLING PRODUCTS

Form Rev. 2.7 Page 2 of 3

11. WARRANTY. The warranties set forth in this paragraph are

given in l ieu of a nd expr es s ly dis cla i m any and al l other wa rra nti es, exp res s,

implied or statutory, including but not limited to any implied warranties of

mercha ntabilit y or fi tness for a parti cular purp ose, non-infr ingement a nd of

any other warranty obligation on the part of Seller, except as expressly set

forth immediately below. Seller warrants the goods and services against

faulty workmanship or the use of defective materials; for a period set forth

herein below; and that at the time of delivery, Seller has title to the goods

free and clear of any and all liens and encumbrances. These warranties are

the only warranties made by Seller and can be amended only by a written

instrument signed by an officer of Seller at its corporate headquarters in

Aliso Viejo, California. Seller’s warranties shall irrevocably expire

immediately after the following periods from date of shipment: All

Unassembled Semiconductor Devices (Die or Wafer Form) - thirty (30)

days; Assembled Semiconductor Devices and Electronic Components or

Systems - one ( 1) year ; repa ired or rep lac ement p a rts for Elec troni c Syst ems

– 90 days; services – thirty (30) days. Seller provides no warranty for (i)

Softwa r e (T he term “Software” as used i n t hes e terms a nd condi ti ons means

computer programs in machine readable code, provided on magnetic tape,

disk, semiconductor device or other storage media and includes all

docume ntati on used to des crib e, mai ntain and us e such pr ograms a s well a s

any improvements, revisions, updates and enhancements provided at the

opti on of S eller from ti me t o time) or Sof twa re de velop ment s ystems whic h

are s uppl ied fr ee of cha rge to fa ci lita te Buyer’s use of as soc iated goods, (ii)

prototypes of goods, (iii) evaluation boards for goods or (iv) goods subject

to development or experimental work, all of which being supplied “as is,

with all defects.” Continue d use or poss ession of t he goods af ter expira tion

of the a pplicable wa rranty peri od stated above sha ll be concl usive evidence

that the warranty is fulfilled to the full satisfaction of Buyer. Any

mechanical alteration of the goods or/including any repair or attempted

repair, additional testing or screening shall void any warranty obligation,

implied or statutory, unles s suc h screening was a pproved b y Seller. Seller ’s

warranties as herein above set forth shall not be enlarged, diminished or

aff ected by, a nd no obli gati on or li ab ilit y shall aris e or grow out of, Sell er’s

renderi ng of t echni cal advic e or ser vice in c onnec tion wi th B uyer’s or der of

the goods furnished hereunder .

12. PATENT INDEMNITY. (a) Buyer shall indemnify, defend and

hold harmless Seller against any expense and loss resulting from: (i) any

clai m of actua l or all eged infringe ment or cont ributor y infr ingement of any

U.S or Canadian patent, copyright mask work, or other industrial or

intellectual property rights of any other person granted or used at the time

arising from compliance by Seller with Buyer’s designs, specifications or

inst ruct i ons; (ii ) any cla i m of ac t ual or a l leged i nfr i ngeme nt whi c h rel a tes t o

the use or sa le of an y of the goods or the pr ovis ion of an y of the ser vic es i n

a mann er or for a purpose n ot specified by Sell er or to a ny modifi cation of

the goods or services unauthorized by Seller or to the use or sale of any

goods, eq uip ment, de vic e, ma chi ne pr oc ess w hic h i ncl udes a ny of t he goods

so supplied; or (iii) any infringement occurring after Buyer has received

notice of such claim or other communication alleging the infringement

unless Seller has given written permission for such continuing

infringement. (b) The sale or supply of goods and services by Seller shall

neither convey nor grant, except as otherwise provided above, any right,

title, interest or license, by implication, estoppel, or otherwise, under any

patent, copyright, mask work, or other industrial or intellectual property

rights covering combinations of the goods with other goods, equipment,

devices or machines or processes in which any of the goods may be used.

compon ents and of the intellect ual prop erty rights pert aining thereto, Seller

is not able to declare that its goods do not infr inge the int ellectual pr opert y

right s of thi rd par ties. In t he event tha t a thi rd part y makes a claim al leging

that goods delivered to Buyer infringe such third party’s intellectual

property rights, Seller may at its option (but shall not be obligated to)

defend t he clai m or seek a c ompromise. If any goods become th e subjec t of

an unfavora ble judgm ent, Seller may, at its option, modify the goods in suc h

a way as t o a void inf ringe ment. If s uch a solut ion sha ll b e impr ac ticab le for

economic and/or technical reasons, Seller may demand the return of the

goods sup pli ed and s ha ll r eimb urs e the B u yer up to a maximum eq ua l t o t he

amount p aid b y the Buyer for the goods dee med to inf ringe and s o returne d

the les ser of the val ue for use to dat e or book value. If the i nfringement by

either party’s goods is alleged prior to completion of deli very of the goods

under the contract of sale, Seller may decline to make further shipments

without being in breach of the contract of sale. The above provisions

const itut e the enti re undert ak ing of Sell er towa rds Buyer in the e vent of any

intellectual property right claim of a third party with regard to goods

supplied by Seller.

13. DISCLAIMER OF LIABI LITY. (a) In no event shal l Seller be

liab le for any loss of use, revenue, p rofit, or f or any direct, i ndirect, spec ial

or consequential damages arising out of, connected with, or resulting from

the sa le, s uppl y and use of go ods and s ervices. ( b) If an una uthori zed retur n

is i nitiat ed by the Bu yer, Sell er wi ll not be li able for any frei ght or handli ng

charges incurred. The goods sold hereunder have been subject to limited

testing and should not be used in conjunction with mission-critical

equipment or applications. Any performance specifications are believed to

be reliable but are not verified, and Buyer must conduct and complete all

performance and other testing of the goods, alone and together with, or

installed in, any end-goods. Buyer shall not rely on any data and

performance specifications or parameters provided by Seller. It is the

Buyer’s responsibility to independently determine suitability of any goods

and to test and verify the same. The information provided by Seller covering

any goods a nd services hereunder is provid ed “as is , where is” and wi th all

faults, and the entire risk associated with such information is entirely with

the Buyer.

14. SELLER’S DISCLAIMER FOR LIFE SUPPORT

APPLICATIONS. Exc ept a s otherwi se spec ificall y agreed wi th Buyer in a

writing signed b y an officer of Seller based at its corporate headquarters in

Aliso Viejo, CA, Seller’s goods are not designed, intended, or author ized for

use as components in systems intended for surgical implant into the body, in

other applications intended to support or sustain life, or for any other

application in which the failure of the Seller’s product could create a

situation where personal injury or death may occur (collectively, “Life

Support Applicat ions”).

15. BUYER’S INDEMNITY FOR LIFE SUPPORT

APPLICATIONS. Buyer agrees to indemnify and hold Seller, and its

offi cers, employees , sub sidi aries , aff iliat es, a gents, sales repres entati ves a nd

distributors harmless against all claims, costs, damages and expenses, and

attorneys’ fees and costs arising, directly or directly, out of any claims of

personal injury, death or otherwise associated with the use of the goods in

Life Support Applications, even if such claim includes allegations that

Seller was negligent regarding the d esign or ma nufac ture of the goods.

16. DESIGNS AND TRADE SECRETS. Any drawings, data,

designs, software progr ams or ot her technic al informati on supp lied b y Sell er

to Buyer i n connecti on with the sa le of goods or p rovis ion of services shall

remain Seller’s property and be held in confidence by Buyer. Such

information shall not be reproduced or disclosed to others without Seller’s

pri or written cons ent in each p articula r instanc e from an off icer of Sel ler at

its corporate headquarters in Al iso Viejo, California.

17. ASSIGNMENT. Buyer shall not assign this Agreement, any

contract of sale, any purchase order, any interest therein or any rights

thereunder without the prior written consent of Seller from an officer of

Seller at it s corporate headq uart ers in Aliso Viejo, California.

18. MODIFICATION. This Agreement may not be changed,

modified or amended, except in a writing signed by an officer of Seller

based a t its c orpor ate headq uar ters in Al iso Vi ejo, CA . For p ur pos es of this

Agreement and, by wa y of example only, a n y q uote, p urc ha s e order , change

order, order acknowledgment, invoice or any other document created in

connection with this Agreement, the Parties hereby agree that the Uniform

Electronic Transactions Act (1999), and any iteration or version thereof or

any State-enacted equivalents or variations thereto shall have no effect on

this Agreement and unequi vocally disclaim the applicab il ity of the same.