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This paper presents ultra low-power adiabatic flip-flops that operate on near-threshold region. The near-threshold flip-flops are realized by PAL-2N (pass-transistor adiabatic logic with NMOS pull-down configuration) circuits. A near-threshold mode-10 counter is verified. All circuits are simulated using NCSU PDK 45 nm technology by varying supply voltage from 0.2 V to 0.9 V with 0.1 V steps. Based on the simulation results, the adiabatic flip-flops that operate on medium-voltage region can not only keep reasonable speed but also reduce greatly energy consumptions.