Exhibit 10.1


 


BRECKINRIDGE EXCHANGE


3005, 3025, 3055, 3075 Breckinridge Boulevard


 





LEASE SUMMARY


 


	Terms:	 
	 	 
	Lessor:	GIG VAOI Breckinridge, LLC
	 	 
	Lessee:	Applied Optoelectronics, Inc.
	 	 
	Building:	3025 Breckinridge Boulevard
	 	 
	 	Duluth, Georgia  30096
	 	 
	Premises:	(a) Suite 130
	 	 
	 	(b) Rentable Area: 2,983 square feet
	 	 
	 	(c) See Floor Plan attached hereto as Exhibit "A".
	 	 
	Lease Term:	Thirty-six (36) months
	 	 
	Occupancy Date:	December 1, 2015
	 	 
	Rent Commencement:	December 1, 2015
	 	 
	Expiration Date:	November 30, 2018
	 	 
	Base Taxes:	Lessor pays Base Year 2015 amount.  Lessee pays prorata share of increases above Base Year amount.
	 	 
	Base Insurance:	Lessor pays Base Year 2015 amount.  Lessee pays prorata share of increases above Base Year amount.
	 	 
	Common Area Maintenance:	Lessee pays prorata share of common area maintenance expense.
	 	 
	Lessee's Share:	For the purpose of calculating CAM, Taxes and Insurance, Lessee’s share is 2.07% of the Project, which consists of 144,375 square feet.
	 	 
	Security Deposit:	$2,983.00
	 	 
	Agency Disclosure:	Colliers International - Atlanta represents and is paid by Lessor.
	 	N/A represents Lessee and is paid by Lessor.
	 	 
	Broker(s):	Colliers International – Will Tyler


 


 


It is understood that the foregoing
is intended as a summary of portions of the Lease for convenience only and if there is a conflict between the above summary and
any provisions of this Lease hereinafter set forth, the latter shall control.


 






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INDEX


 





	Paragraph	Heading
	1	Premises
	2	Lease Term
	3	Base Rent
	4	Common Costs
	5	Security Deposit
	6	Utilities
	7	Use
	8	Repairs by Lessor
	9	Repairs by Lessee
	10	Lessor's Work
	11	Right of Entry
	12	Lessor's Right to Act for Lessee
	13	Default
	14	Rights Cumulative
	15	Liens
	16	Lessee's Property; Alterations to the Premises
	17	Subletting and Assignment
	18	Damage or Destruction
	19	Condemnation
	20	Indemnity and Hold Harmless
	21	Insurance and Waiver of Subrogation
	22	Signage
	23	Attorneys' Fees
	24	Time of Essence
	25	Lessor and Lessee Relationship
	26	Holding Over
	27	Sale by Lessor
	28	Surrender of the Premises
	29	Notices
	30	Parties
	31	Subordination and Attornment
	32	Estoppel Certificate
	33	Governmental Regulations
	34	Successors and Assigns
	35	Limitation of Liability
	36	Brokerage Commissions
	37	Rules and Regulations
	38	Hazardous Substances
	39	Quiet Enjoyment
	40	Miscellaneous
	41	Special Stipulations




 


 


Exhibit "A":  Floor Plan
of the Premises


Exhibit "B":  Legal
Description of Project


Exhibit "C":  Lessor's
Work


Exhibit "D":  Special
Stipulations


Exhibit “E”:  Lease Commencement
Letter


 






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LEASE


 


THIS LEASE, dated the
_____ day of November, 2015, by and between GIG VAOI Breckinridge, LLC, a Georgia limited liability company
("Lessor"), and Applied Optoelectronics, Inc., a Delaware corporation ("Lessee").


 


 


W I T N E S S E T H:


 


1.     Premises. Lessor does
hereby rent and lease to Lessee, and Lessee does hereby rent and hire from Lessor, that certain space containing approximately
2,983 rentable square feet designated as Suite 130, as shown on the floor plan attached hereto as Exhibit "A",
which is made a part hereof by this reference (said space being herein referred to as the "Premises"). The Premises are
located in Lessor's building (herein referred to as the "Building") known as Building 3025 in the office complex known
as Breckinridge Exchange located at 3005-3075 Breckinridge Boulevard (the "Project"), the real property on
which such Project is located being further described in the legal description attached hereto as Exhibit “B”,
which is made a part hereof by this reference.


 


2.1     Lease Term. To have
and to hold the same for a term (the "Term") beginning on the "Commencement Date" (as hereinafter defined)
and ending on the "Expiration Date" (as hereinafter defined), unless sooner terminated as hereinafter provided.


 


2.2     Commencement Date.
The "Commencement Date" shall be December 1, 2015; provided, however, that if the Premises have not been substantially
completed so as to allow Lessee to conduct its business therein on or before the date set forth above, Lessor shall not be liable
to Lessee in any manner for such delay, but the Commencement Date shall not occur until the preparation of the Premises has been
substantially completed, except that the Commencement Date shall not be delayed to the extent that the delay in substantial completion
of the Premises was due to the fault or otherwise caused by acts, omissions, change orders or other requests of Lessee. Delays
in the Commencement Date shall also result in an adjustment of the "Expiration Date" (as hereinafter defined) and the
schedule of Base Rent schedule shown in Section 3 below. The term "Lease Year", as used in this Lease, shall mean the
12-month period commencing on the Commencement Date, and each 12-month period thereafter during the Term; provided, however,
that if the Commencement Date is a day other than the first day of a calendar month, the first Lease Year shall include the
period between the Commencement Date and the end of the calendar month in which the Commencement Date occurs and shall extend through
the end of the twelfth (12th) full calendar month following the Commencement Date. The Commencement Date and the Expiration Date
shall be evidenced by a supplemental agreement similar to that described in Exhibit “E”.


 


2.3     Expiration Date. The
"Expiration Date" shall be November 30, 2018 unless otherwise adjusted as described in Section 2.2.


 


3.     Base Rent. (a) During
the Term, Lessee shall pay annual Base Rent (and all other rent due and owing by Lessee under this Lease) to Lessor at such place
as Lessor shall from time to time designate in writing, such annual Base Rent to be payable in equal monthly installments, as follows:


 


	From Month:	To Month:	Number of Months	Annual Base Rent PSF	Monthly Rental	Monthly Rental Abatement	Period Total
	1	12	12	$12.00	$2,983.00	$0.00	$35,796.00
	13	24	12	$12.36	$3,072.49	$0.00	$36,869.88
	25	36	12	$12.73	$3,164.66	$0.00	$37,975.92
	 	 	36	 	 	 	$110,641.80




 


(b)     All monthly installments of Base
Rent shall be payable to Lessor in advance on the first (1st) day of each month during the Term without notice, demand, deduction
or set-off. Together with executed copies of this Lease, Lessee shall deliver to Lessor the first month's installment of Base Rent,
the CAM charge of $320.67 for the first month, and a security deposit as set forth in Section 5 below.


 






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(c)     As used in this Lease, the terms
"rent", "rental" or “additional rent” shall include all amounts payable pursuant to Paragraphs
3 and 4 of this Lease and all other additional charges or sums payable to Lessor hereunder. All rent due and owing by Lessee under
this Lease shall be paid by Lessee to Lessor without deduction, set off or abatement.


 


(d)     Lessee's obligation to pay Base
Rent, additional rent, and all other charges due and owing by Lessee under this Lease shall survive the expiration or earlier termination
of this Lease.


 


(e)     Any installment of Base Rent, additional
rent or any other charge due and owing by Lessee under this Lease not received by Lessor within five (5) calendar days of the due
date therefor shall be subject to a late charge in an amount equal to the greater of (i) $100.00, or (ii) five percent (5%) of
the amount due as agreed liquidated damages and interest on the unpaid balance at a rate of 18% per annum thereafter until paid
in full, for each and every full or partial calendar month that said amount remains unpaid (but in no event shall the amount of
such late charge exceed an amount based upon the highest legally permissible rate chargeable at any time by Lessor under the circumstances).
In the event Lessee makes a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce
all accrued and unpaid late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in inverse
order of their maturity. Acceptance by Lessor of a payment in an amount less than that which is currently due shall in no way affect
Lessor’s rights under this Lease and in no way be an accord and satisfaction.


 


(f)     Lessee acknowledges, understands
and agrees that (i) any concessions (free rent, etc.) which Lessor may have granted to Lessee as set forth in Section 3 and/or
the Special Stipulations attached hereto and incorporated herein by this reference are personal to Lessee and shall not be assigned,
in whole or in part, to any other person or entity without Lessor's prior written approval, and (ii) Lessor has provided such concessions,
if any, to Lessee in reliance upon Lessee's warranty that Lessee shall faithfully and timely perform all the terms and conditions
of this Lease. Accordingly, in the event of an "Event of Default" (as that term is defined in Paragraph 13 hereof) by
Lessee under this Lease, the aggregate amount (expressed in U. S. dollars) of any such concessions shall be immediately due and
payable by Lessee to Lessor as additional rent without demand or notice to Lessee and will not be returned to Lessee until such
event(s) of default is cured.


 


4.     Common Costs. In addition
to the Base Rent, Lessee shall pay to Lessor, as additional rent, the amounts described in subparagraphs 4(a), 4(b), 4(c) and
4(d) below:


 


(a)     Taxes.


 


(i)     Commencing January 1 following the
Base Year (as hereinafter defined) and continuing thereafter during each calendar year of the Term, in the event that Lessor's
per square foot cost of taxes and assessments (as hereinafter defined) for the Project increases above the Base Year per square
foot amount, then Lessee shall pay to Lessor as additional rent an amount equal to Lessee's Share (as hereinafter defined) of the
aggregate amount of such increase (the "Tax Increase"), as provided in subparagraph 4(d) below. The term "taxes
and assessments" shall include every type of special and general tax and/or charge imposed or assessed against the Project,
or any part thereof, or upon the operation of the Project, or any part thereof, including, but not limited to, ad valorem taxes,
special assessments and governmental charges, excepting only income taxes imposed upon Lessor. Reasonable expenses incurred by
Lessor in obtaining or attempting to obtain a reduction of any taxes or assessments shall be added to and included in the amount
of taxes and assessments.


 


(ii)     If at any time during the Term
of this Lease, the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments
of governmental charges levied, assessed, or imposed on real estate and the improvements thereon, there shall be levied, assessed
or imposed on Lessor a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy
or charge measured by or based, in whole or in part, upon such rents for the present or any future building or buildings on the
Premises, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be
included within the term "taxes and assessments" for the purposes hereof.


 






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(iii)     Lessee shall pay, or cause to
be paid, before delinquency any and all taxes levied or assessed during the Term of this Lease upon all improvements installed
by Lessee in the Premises, Lessee's other leasehold improvements, equipment, furniture, fixtures and any other personal property
located on the Premises. In the event any or all of said improvements, Lessee's other leasehold improvements, equipment, furniture,
fixtures and other personal property shall be assessed and taxed with the Premises or the Project, Lessee shall pay to Lessor its
share of such taxes within ten (10) calendar days after delivery to Lessee by Lessor of a statement in writing setting forth the
amount of such taxes attributable to the above property.


 


(b)     Insurance. Commencing January
1 following the Base Year and continuing thereafter during each calendar year of the Term, in the event that Lessor's per square
foot cost of insurance (as hereinafter defined) increases above the Base Year per square foot amount, then Lessee shall pay to
Lessor an amount equal to Lessee's Share of the aggregate amount of such increase (the "Insurance Increase"), as provided
in subparagraphs 4(d) and 4(e) below. The term "insurance" shall include all fire and extended casualty insurance on
the Project and all liability coverage on the grounds, sidewalks, driveways, parking areas, and any other exterior or interior
areas of the Project, together with such other insurance protections, including, but not limited to, rents insurance, as are from
time to time obtained by Lessor. The term "insurance" shall also include any deductible amount paid by Lessor in connection
with any insured loss.


 


(c)     CAM. During the Term, Lessee
shall pay to Lessor, as additional rent, Lessee's Share of all common area electrical, grounds maintenance charges, property management
costs, security services and other common area charges and expenses for the Project (the "CAM Charges"), as provided
in subparagraph 4(d) below. The term "grounds maintenance" shall include, without limitation, all landscaping, planting,
lawn and grounds care, all improvements to the grounds and other common areas adjacent to the Premises and to all sidewalks, driveways,
loading areas and parking areas.


 


(d)     Estimated Payments.


 


(i)     Prior to the Commencement Date and
prior to January 1 of each subsequent calendar year during the Term, or as soon thereafter as possible, Lessor shall deliver to
Lessee an estimate of (A) the Tax Increase for that calendar year (the "Tax Estimate"), (B) the Insurance Increase for
that calendar year (the "Insurance Estimate"), and (C) the total CAM Charges for that calendar year (the "CAM Estimate")
and Lessee's Share thereof. (The Tax Estimate, the Insurance Estimate and the CAM Estimate are sometimes referred to hereinafter
collectively as the "Common Cost Estimates".) Lessee shall thereafter during that calendar year pay to Lessor one-twelfth
(1/12) of the amount of Lessee's Share of the Common Cost Estimates at the same time its monthly installments of Base Rent hereunder
are due and payable. In the event Lessor shall not have furnished the Common Cost Estimates to Lessee by January 1 of any calendar
year, then until the first day of the first month next following the month in which the Common Cost Estimates are furnished to
Lessee, Lessee shall pay to Lessor on the first day of each calendar month an amount equal to the aggregate monthly installment
of Lessee's Share of the Tax Increase, Insurance Increase and CAM Charges which was payable by Lessee to Lessor with respect to
the last month of the preceding calendar year. In such event, at such time as Lessor furnishes the Common Cost Estimates to Lessee,
Lessor shall give Lessee notice stating whether the aggregate amount of the installments of Lessee's Share of the Tax Increase,
Insurance Increase and CAM Charges previously paid for such calendar year is more or less than the aggregate amount of the installments
due for such portion of the calendar year as computed in accordance with the Common Cost Estimates, and (A) if there shall be a
deficiency, then within ten (10) days after the Lessee receives the Common Cost Estimates, Lessee shall pay the amount of such
deficiency, (B) if there shall have been an overpayment, Lessor shall credit Lessee in the amount thereof toward the subsequent
installments of the Tax Increase, Insurance Increase and CAM Charges, and (C) on the first day of the first month next following
the month in which the Common Cost Estimates are furnished to Lessee, and monthly thereafter for the balance of such calendar year,
Lessee shall pay to Lessor one-twelfth (1/12) of the amount of Lessee's Share of the Tax Increase, Insurance Increase and CAM Charges
as set forth in the Common Cost Estimates.


 


(ii)     At such time as Lessor is able
to determine the actual Tax Increase, Insurance Increase and CAM Charges for each calendar year, Lessor shall deliver to Lessee
a statement thereof and, in the event the estimated Tax Increase, Insurance Increase and CAM Charges differ from the actual Tax
Increase, Insurance Increase and CAM Charges, then (A) if there shall be a deficiency, then within ten (10) days after Lessee receives
the statement of the actual Tax Increase, Insurance Increase and CAM Charges, Lessee shall pay the amount of such deficiency, and
(B) if there shall have been an overpayment, Lessor shall credit Lessee in the amount thereof toward the subsequent installments
of the Tax Increase, Insurance Increase and CAM Charges coming due in the next calendar year.


 






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(e)     "Lessee's Share," as used
herein, shall mean the number, stated as a percentage, determined by dividing the rentable square footage of the Premises as stated
in Paragraph 1 by the number of rentable square feet in the improvements in the Project (which, for the purpose of this calculation,
is 144,375 RSF). Notwithstanding the foregoing, for the purpose of calculating real estate taxes, Lessee’s Share shall mean
the number, stated as a percentage, determined by dividing the rentable square footage of the Premises as stated in Paragraph 1
by the number of rentable square feet in the Building.


 


(f)     "Base Year," as used herein,
shall mean the calendar year of 2015.


 


(g)     Any payment to be made pursuant
to this Paragraph 4 with respect to the calendar year in which this Lease commences or terminates shall be prorated.


 


5.     Security Deposit. Upon execution
of this Lease, Lessee shall pay to Lessor a security deposit equal to $2,983.00 (the "Security Deposit") which Security
Deposit will be refunded if Lessee has complied with all the terms and conditions of this Lease, occupied the Premises for the
full Term of the Lease and any renewals thereof, and has not damaged the Premises beyond normal wear and tear. If Lessee fails
to pay any rent or other charges due hereunder or otherwise defaults with respect to any provision of this Lease, Lessor may use,
apply or retain, at Lessor’s sole discretion, any or all of the Security Deposit for the payment of any rent or other charge
in default, or for payment of any other sum which Lessor may become obligated to pay by reason of Lessee's default, or to compensate
Lessor for any loss or damage which the Lessor may suffer thereby. If Lessor so uses or applies all or any portion of the Security
Deposit, Lessee shall deposit sufficient cash with the Lessor to restore the Security Deposit to the full amount within fifteen
(15) days after written demand therefor, and failure to do so shall be a material and immediate breach of this Lease.


 


6.     Utilities. Lessee shall
promptly pay all charges for utilities and other services furnished to the Premises by Lessor or the applicable utility company,
including, but not limited to, gas, water, electricity, fuel, light and heat. In the event any utilities furnished to the Project
are not separately metered, Lessee shall pay to Lessor, as additional rental, Lessee's Share of the utilities, within ten (10)
calendar days following receipt of a statement showing the amount due. Individual spaces are separately metered for gas and electricity.
Water and sewer are included in the Common Area Maintenance.


 


7.     Use. (a) The Premises shall
be used for office and warehouse purposes only. Lessee shall not permit any liens to attach or exist as against the Premises or
the Project, nor commit any waste. The Premises shall not be used for any illegal purposes, nor in any manner shall Lessee allow,
suffer, or permit any vibration, noise, odor, light or other effect that could constitute a nuisance or trespass for Lessor or
any other lessee, their customers, agents, or invitees. Upon notice by Lessor to Lessee that any of the aforesaid is occurring,
Lessee agrees to forthwith remove or control the same.


 


(b)     Lessee will not in any way violate
any law, ordinance, or restrictive covenant affecting the Premises or the Project, nor use the Premises in any manner as would
cause cancellation of, prevent the use of, or increase the rate of the standard form of fire and extended coverage insurance policy
to be carried by Lessor on the Project.


 


(c)     In the event said insurance rate
is increased over the least hazardous rate due to the nature of the use of the Premises by Lessee, the entire amount of such increase
shall be paid by Lessee as additional rental on the first day of the month following receipt of notification of the payment thereof
by Lessor.


 


(d)     Lessee shall be entitled to up to
ten (10) parking spaces to be used in common with other Lessees. There will be no assigned parking unless Lessor determines that
allocation of parking spaces among Lessees is appropriate. Lessee shall not park vehicles at the Project overnight. Lessee shall
not store trailers or any other items outside the Building or at the Project.


 






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8.     Repairs by Lessor. (a) Lessee
accepts the Premises in its present condition and as suited for the uses intended by Lessee, subject only to Lessor's agreement
to complete the Lessor's Work described in Exhibit "C". Except as otherwise expressly provided in this Lease,
Lessor shall not be required to make any repairs or improvements to the Premises, except repairs to the foundation, exterior walls
or roof of the Building as necessary for safety and leasability, and then only if not brought about by any act or neglect of Lessee,
its agents, employees, contractors, invitees, licensees or assignees. Without limiting the generality of the foregoing limitation,
Lessor specifically shall have no obligation to repair any interior or exterior glass or doors (including loading doors) located
in or on or constituting a part of the Premises.


 


(b)     Lessor shall be responsible for
the maintenance of those areas around the Building, including parking areas, planted areas, sidewalks, exterior lighting, drainage
facilities and landscaping areas which are from time to time designated by Lessor as open for the joint use by lessees of the Building,
Project and/or the public.


 


9.     Repairs by Lessee. Lessee
shall repair, maintain, replace as necessary, and keep in good, clean, and safe repair all portions of the Premises and all equipment,
fixtures and systems therein which are not specifically set forth as the responsibility of Lessor in Paragraph 8 of this Lease.
Lessee's repairs and replacements shall include, without limitation, all electrical, plumbing, heating and air-conditioning systems,
parts, components and fixtures. In connection therewith, Lessee shall maintain in force at all times a maintenance contract for
the heating, ventilation and air conditioning equipment (a) acceptable in form and content to Lessor, (b) with a service organization
acceptable to Lessor and (c) providing for at least semi-annual maintenance of such equipment, and shall provide Lessor with a
true copy of such maintenance contract. Lessee shall also promptly repair or replace all partitions and all glass and plate glass
within or constituting a part of the Premises immediately when cracked or broken, unless caused by Lessor or Lessor's employees
or agents, and Lessee shall be liable for and shall hold Lessor harmless against all loss, cost and damage (including reasonable
attorneys' fees) arising from any damage or injury to the Premises or the Project or to any person or property caused or contributed
to by any act or negligence of Lessee, any invitee, agent, affiliate, customer or client of Lessee or anyone in Lessee's control
or employ. Lessor gives to Lessee exclusive control of the Premises and shall be under no obligation to inspect the Premises.
Lessee shall promptly report in writing to Lessor any defective conditions known to Lessee which Lessor is required to repair,
and failure to promptly report such defects shall make Lessee liable to Lessor for any liability incurred by Lessor by reason
of such defects, and Lessee indemnifies and holds Lessor harmless from and against all loss, costs and damage (including reasonable
attorneys' fees) arising from or related to Lessee's failure to so report such defective conditions. In no event shall Lessee
cause or allow any outside storage of trash, refuse, debris, or anything else on the Premises, whether in the area of the dumpster
or otherwise. All personal property of Lessee or Lessee's employees, agents, affiliates or invitees located in or brought upon
the Premises or any part of the Building shall be at risk of Lessee only, and Lessor shall not be liable to Lessee or any other
party for any damage thereto or theft thereof resulting from any cause.


 


10.     Lessor's Work. (a)
Lessor agrees that it will finish out the Premises as depicted and described on Exhibit "C" attached hereto and
by this reference made a part hereof (the "Plans and Specifications"), which were submitted, reviewed and approved by
Lessor and Lessee prior to the execution hereof, and in accordance with all currently applicable laws, ordinances, codes and regulations.
In the event that Lessee shall desire, or Lessor shall find it necessary to make, any modifications or changes to the Plans and
Specifications, the party desiring or requiring said changes shall give the other party written notice thereof. No change to the
Plans and Specifications shall be effective unless and until it has been approved in writing by Lessor and Lessee. The Plans and
Specifications, as amended, shall thereafter, for all purposes, be considered the "Plans and Specifications" hereunder.
Notwithstanding the foregoing, Lessee acknowledges that in the course of construction, certain changes, deviations or omissions
may be required by governmental authorities or job conditions and Lessee agrees to such changes, deviations or omissions, provided
that such changes, deviations or omissions do not materially alter the value or appearance of the Premises or materially reduce
the quality of materials used in the construction thereof. Lessee understands and agrees that any plans, renderings or drawings
or similar documents which purport to depict any of the improvements which comprise the Premises are merely an approximation of,
and may not necessarily reflect, actual, as-built conditions. Lessee agrees to such modifications, provided that any such modifications
to the Plans and Specifications do not materially affect the value or appearance of the Premises.


 






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(b)     Provided the Premises are substantially
completed, in the event Lessee does not occupy the Premises in accordance with Paragraph 2.2 above, all costs incurred by Lessor
in finishing out the Premises as set forth in this Paragraph 10 and on Exhibit "C" attached hereto shall become
due and payable by Lessee upon billing therefor by Lessor. The remedy provided in this subparagraph 10(b) is in addition to, and
not in lieu of, any other remedies available to Lessor at law, in equity or otherwise.


 


11.     Right of Entry. Lessor and
Lessor's agents and representatives shall have the right to enter and inspect the Premises at any reasonable time during business
hours after reasonable notice to Lessee, for the purpose ascertaining the condition of the Premises or in order to make such repairs
as may be required or permitted to be made by Lessor under the terms of this Lease. In the event Lessor or Lessor's agents or
representatives enter the Premises for any of such purposes, they shall use best efforts to minimize interference with the conduct
of business on the Premises by Lessee. During the period that is six (6) months prior to the end of the Term hereof, Lessor and
Lessor's agent and representatives shall have the right to enter the Premises at any reasonable time during business hours for
the purpose of showing the Premises after reasonable notice to Lessee and shall have the right to erect on the Premises a suitable
sign indicating the Premises are available. Lessee shall give written notice to Lessor at least sixty (60) days prior to vacating
the Premises and shall arrange to meet with Lessor for a joint inspection of the Premises prior to vacating. In the event of Lessee's
failure to give such notice or arrange such joint inspection, Lessor's inspection at or after Lessee's vacating the Premises shall
be conclusively deemed correct for purposes of determining Lessee's responsibility for repairs and restoration.


 


For each of the aforesaid purposes, Lessor
shall at all times have and retain a key with which to unlock all of the doors in, upon, and about the Premises, and Lessor shall
have the right to use any and all means which Lessor may deem necessary or proper to open said doors in an emergency, in order
to obtain entry to any portion of the Premises, and any entry to the Premises, or portions thereof obtained by Lessor by any of
said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of the Premises, or an eviction, actual or constructive, of Lessee from the Premises or any portions thereof; Lessor
shall also have the right at any time, without the same constituting an actual or constructive eviction and without incurring any
liability to Lessee therefor, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors,
elevator, stairs, toilets, or other public parts of the Building and to change the name, number of designation by which the Building
is commonly known, provided such changes are required by any applicable code or regulation. Lessor does reserve the right to change
the name of the project without Lessee's consent


 


12.     Lessor's Right
to Act for Lessee. If Lessee fails to pay any additional rent or make any other payment (except Base Rent) or take any
other action when and as required under this Lease, Lessor may, without demand upon Lessee and without waiving or releasing Lessee
from any duty, obligation or liability under this Lease, pay any such additional rent, make any such other payment or take any
such other action required of Lessee. The actions which Lessor may take shall include, but are not limited to, the performance
of maintenance or repairs and the making of replacements to the Premises, the payment of insurance premiums which Lessee is required
to pay under this Lease and the payment of taxes and assessments which Lessee is required to pay under this Lease. Lessor may
pay all incidental costs and expenses incurred in exercising its rights hereunder, including, without limitation, reasonable attorneys'
fees and expenses, penalties, re-instatement fees, late charges and interest. All amounts paid by Lessor pursuant to this Paragraph
12, and all costs and expenses incurred by Lessor in exercising Lessor's rights under this Paragraph 12, shall bear interest at
the lesser of (i) eighteen (18%) percent per annum or (ii) the highest rate permitted under applicable law (the "Default
Rate of Interest"), from the date of payment by Lessor and shall be payable by Lessee to Lessor upon demand.


 


13.     Default. (a) Each
of the following events shall constitute an "Event of Default" by Lessee under this Lease:


 


(i)     If Lessee shall fail to pay when
due any rent or other payment to be made by Lessee hereunder and shall not cure such failure within five (5) days after the due
date (as to the scheduled monthly rental payments) or within five (5) days after written notice thereof from Lessor (as to nonscheduled
payments), as the case may be; or


 






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(ii)    If Lessee shall violate or breach,
or shall fail fully and completely to observe, keep, satisfy, perform and comply with, any agreement, term, covenant, condition,
requirement, restriction or provision of this Lease (other than the payment of rent or any other payment made by Lessee), and shall
not cure such failure within ten (10) days after Lessor gives Lessee written notice thereof; or


 


(iii)   If the Premises are deserted or
abandoned; or


 


(iv)   If the Premises or Lessee's interest
therein is levied upon and not satisfied or dissolved within fifteen (15) days after such levy upon or attachment.


 


For the purposes of the
Events of Default specified in clause 13(a) above, the word "Lessee" shall include, without limitation: (i) any party
comprising Lessee, should more than one person or entity execute this Lease as Lessee, or any general partner or going venturer
of Lessee or any such party; and (ii) any person or entity now or hereafter liable, whether primarily, secondarily or contingently,
for the performance of the duties and obligations of Lessee under this Lease, including without limitation any principal, maker,
endorser, guarantor or surety.


 


(b)     Upon the occurrence of any Event
of Default, Lessor may pursue any one or more of the following remedies, in addition to any other remedies provided under this
Lease, at law or in equity, separately or concurrently or in any combination, without any notice (except as specifically provided
herein) or demand whatsoever and without prejudice to any other remedy which it may have for possession of the Premises or for
arrearages in rent or other amounts payable by Lessee:


 


(i)     Revoke Lessee’s
right to pay Rent reserved in this Lease in monthly installments; require immediate payment of the balance of Rent for the then-current
Lease Year in full; and require payment of Rent for each subsequent Lease Year in full in advance on the first day of such Lease
Year.


 


(ii)    Terminate this
Lease, in which event, unless Lessor has previously taken possession of the Premises, Lessee shall immediately surrender the Premises
to Lessor. If Lessee fails to do so, Lessor may, without prejudice to any other remedy which Lessor may have for possession or
recovery of Rent or other sums due, enter upon and take exclusive possession of the Premises, or, at Lessor’s election, by
writ of possession. In addition to the payment of Rent or other sums then due, Lessee shall pay to Lessor on demand the amount
of all loss and damage which Lessor suffers by reason of such event of default, together with, at Lessor’s election, either
(1) Rents which accrue after termination prior to reletting and any deficiency between Rent obtained upon reletting and the Rent
due under the Lease, calculated as each month expires, or (2) the difference between the then present value of the Rent payable
over the Term less the then present fair rental value of the Premises over the Term. Lessee and Lessor recognize and agree that
it is difficult or impossible to determine the then present fair rental value at this time, because future market conditions (including
future rental value and the probability of reletting for the remaining term) are difficult or impossible to foresee. Therefore,
Lessee agrees to pay, and Lessor agrees to accept, as liquidated damages, the then present value of the Rent payable over the Term
discounted at a rate of 5% per annum. In calculating the amount of agreed liquidated damages, the parties have taken into account
a reasonable estimate of Lessor’s loss and damage which Lessor may suffer by reason of such default to the extent such loss
and damage has not been actually determined at the time of this calculation. Lessee agrees that such payment shall not constitute
a penalty but shall be construed as liquidated damages. Upon making such payment Lessee shall receive from Lessor all Rents received
by Lessor on account of the Premises during the original term of the Lease. However, Lessee shall in no event be entitled to payment
of or credit for any surplus of Rents obtained on reletting of the Premises over Rent or other sums due under this Lease. No such
termination or taking possession shall relieve Lessee of Lessee’s liability for Rent or other sums which have accrued or
which thereafter accrue except as provided in this subparagraph 13(b).


 


(iii)   Without terminating this Lease,
enter upon and take exclusive possession of the Premises, if necessary, and, at Lessor’s election, by writ of possession,
and if Lessor so elects at any time prior to termination of this Lease, relet the Premises on Lessee’s account on such terms
as Lessor may deem advisable and receive and credit to Lessee’s account any rent from reletting. In addition to the Rent
or other sums which have accrued or which accrue prior to reletting, Lessee shall pay to Lessor on demand Lessor’s loss and
damage by reason of Lessee’s event of default, together with any deficiency between the rents obtained under such payment
of or credit for any surplus of rents obtained on reletting over the rent or other sums due under the Lease. No such taking of
possession or reletting shall relieve Lessee of the liability for rent or other sums then accrued or which thereafter accrued except
as provided in this subparagraph 13(b).


 






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(iv)   Without terminating this Lease,
enter upon the Premises, if necessary,and, at Lessor’s election, under any available process, and do whatever Lessee is obligated
to do under the terms of this Lease. Lessee shall pay Lessor promptly upon invoice any expenses, including fifteen percent (15%)
reasonable attorney’s fees, which Lessor incurs in thus effecting compliance with Lessee’s obligations under this Lease,
but Lessor shall not be liable for any damages resulting to Lessee from such action, whether caused by the negligence of Lessor
or otherwise. No such entry or action by Lessor shall relieve Lessee of the liability for Rent or other sums then accrued or which
thereafter accrue.


 


(v)     Pursue any other available remedies
provided or permitted by law.


 


(c)     Pursuit of any
remedy shall not constitute a forfeiture or waiver of any Rent or other sums due to Lessor or of any loss or damages accruing to
Lessor by reason of any violation of this Lease theretofore accrued or which thereafter accrue except as provided in this Lease.
Forbearance by Lessor to enforce a remedy available upon an event of default shall not be a waiver of such default or of the right
to pursue any remedy during the continuance of such event of default or upon any subsequent or other event of default.


 


(d)     Lessor’s loss and damage by
reason of any event of default shall include the expense of taking possession, the unamortized cost of any improvements or contribution
or allowance for such improvements to the Premises made by Lessor to the extent such improvements are not used by any Lessee upon
reletting, the cost of any repairs or remodeling by Lessor following repossession made for the purposes of reletting except that
such cost shall be amortized on a straight line basis over the term of the reletting and only the part thereof allocable to the
remaining Term, calculated without regard to the termination of this Lease by reason of the event of default, shall be chargeable
to Lessee, and legal fees and broker’s commissions incident to reletting, except that such legal fees and broker’s
commissions, if not otherwise allocated, shall be amortized over the term of the reletting and only the part thereof allocable
to the remaining Term, calculated without regard to the termination of this Lease by reason of an event of default, shall be chargeable
to Lessee.


 


(e)     If Lessor is permitted to retake
possession of the Premises, Lessor may enforce such right by summary proceedings or otherwise.


 


(f)     The term “reserved”
as applied to Base Rent or Additional Rent herein means any and all payments to which Lessor is entitled during the Term.


 


14.     Rights Cumulative.
All rights, remedies, powers and privileges conferred under this Lease on Lessor shall be cumulative of and in addition to, but
not restrictive of or in lieu of, those conferred by law.


 


15.     Liens. Lessee hereby
indemnifies Lessor against, and shall keep the Premises, the Building and the Project free from liens for any work performed, material
furnished or obligations incurred by Lessee. Should any liens or claims be filed against the Premises, the Building or the Project
by reason of Lessee's acts or omissions, Lessee shall cause the same to be discharged by bond or otherwise within ten (10) days
after filing. If Lessee fails to cause any such lien or claim to be discharged, then Lessor may make any payment that Lessor, in
its sole judgment, considers necessary, desirable or proper in order to do so. All amounts paid by Lessor shall bear interest at
the Default Rate of Interest from the date of payment by Lessor and shall be payable by Lessee to Lessor upon demand.


 


16.     Lessee's Property; Alterations
to the Premises. (a) Lessee shall not remove any personal property, fixtures or equipment from the Premises at any time
during which Lessee is in default under this Lease. Upon any termination of this Lease at a time at which Lessee shall be liable
in any amount to Lessor under this Lease, Lessor shall have a lien upon the personal property and effects of Lessee within the
Premises, and Lessor shall have the right, at Lessor's election, without notice to Lessee, to sell at a private, commercially reasonable
sale all or part of said property and to apply the proceeds thereof against any amounts due under this Lease from Lessee to Lessor,
including the expenses of such sale. If Lessee shall not remove all of Lessee's effects from the Premises at any expiration or
other termination of this Lease, all property and effects of Lessee remaining on the Premises shall be deemed conclusively abandoned
and may be removed by Lessor, and Lessee shall reimburse Lessor for the cost of removing the same.


 






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(b)     Lessee shall not make any alterations,
additions or improvements to the Premises, exterior or interior, without the prior written consent of Lessor, except for unattached
movable fixtures which may be installed without drilling, cutting or otherwise defacing the Premises. If any such alterations,
additions or improvements are made, then at the expiration of the Term of this Lease, Lessee agrees to restore the Premises to
the condition prior to making same, at Lessee's sole cost and expense, reasonable wear and tear excepted, provided that if Lessor
does not require removal, then all such alterations, additions or improvements shall become the sole property of Lessor. Lessee
may not use or penetrate the roof of the Premises for any purpose whatsoever without Lessor's prior written consent. All construction
work done by Lessee in the Premises shall be performed in a good and workmanlike manner, in compliance with all governmental requirements,
and at such times and in such manner as will cause a minimum of interference with other construction in progress and with the transaction
of business in the Building. Lessee shall and hereby agrees to indemnify and hold harmless Lessor from and against any and all
loss, cost, damage, expense or liability (including, without limitation, court costs and attorneys' fees) ever suffered or incurred
by Lessor as a result of any penetration of the roof, including, without limitation, costs of repair, loss of income, claims for
damages from other Lessees of the Building and damages which result if any warranty held or maintained by Lessor is voided or impaired
by such penetration. The provisions hereof shall survive the expiration or any termination of this Lease.


 


17.     Subletting and Assignment.
(a) Lessee shall not, without the prior written consent of Lessor, assign this Lease or any interest hereunder, or sublet the Premises
or any part thereof, or permit the use of Premises by any party other than Lessee. Lessor will charge an application fee of $500.00
for each application for subletting and assignment. The fee is non-refundable and shall not be returned in the event Lessor declines
to consent to the subletting or assignment or if Lessor consents to the subletting or assignment. Consent to any assignment or
sublease shall not destroy this provision, and all later assignments or subleases shall be made likewise only on the prior written
consent of Lessor. The assignee of Lessee, at option of Lessor, shall become directly liable to Lessor for all obligations of Lessee
hereunder, but no sublease or assignment by Lessee shall relieve Lessee of any liability hereunder.


 


(b)     Should Lessor consent to a subletting
of the Premises, Lessor shall be entitled to fifty percent (50%) of any "profits" realized by Lessee with respect to
such subletting. For purposes hereof, "profits" shall mean any monies paid to Lessee by any sublessee over and above
any monies paid by Lessee under this Lease. In no event shall "profits" be deemed to be less than zero (0).


 


18.     Damage
or Destruction. (a) If the Building or Premises are rendered partially or wholly unfit for occupancy by fire, the elements,
act of God or other casualty (fire, the elements, acts of God or other casualties hereinafter referred to as a "Casualty"),
and if such damage cannot, in Lessor's reasonable estimation, be materially restored within one hundred and twenty (120) days
after such Casualty, then Lessor may, at its sole option, terminate this Lease as of the date of such Casualty and the Term shall
end on such date as if that date had been originally fixed in this Lease for the expiration of the Term. Lessor shall exercise
its election to terminate provided herein by written notice to Lessee within ninety (90) days after such Casualty. For purposes
hereof, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent
or materially interfere with Lessee's use of the Premises for the purpose for which it was then being used.


 


(b)     If this Lease is not terminated
pursuant to subsection (a) above, then Lessor shall proceed with all due diligence to repair and restore the Building or Premises,
as the case may be (except that Lessor may elect not to rebuild, and thus terminate this Lease, if such Casualty occurs during
the last year of the Term exclusive of any renewal or extension option that is unexercised at the date of such Casualty). If Lessor
shall fail to complete such repairs and material restoration within one hundred fifty (150) days after the date of the Casualty,
then Lessee may at its option and as its sole remedy terminate this Lease by delivering written notice to Lessor, whereupon the
Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration
of the Term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction
requested by Lessee, or because of strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation
or control, or other causes beyond the reasonable control of Lessor, then the period for restoration, repair or rebuilding shall
be extended for the amount of time Lessor is so delayed. In no event shall Lessor be required to rebuild, repair or replace any
part of the partitions, fixtures, additions, or other property and improvements that may have been placed in or about the Premises
by Lessee.


 






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(c)     If this Lease shall not be terminated
by Lessor pursuant to this Paragraph 18 and if the Premises is unfit for occupancy in whole or in part following such Casualty,
then the Base Rent payable during the period in which the Premises is unfit for occupancy shall abate in proportion to the percentage
of the rentable area of the Premises rendered unfit by such Casualty; provided, however, that no such abatement shall be made under
the provisions of this subsection (c) if such Casualty shall have been caused through the negligence or willful misconduct of Lessee,
its agents, employees, contractors, invitees, licensees, Lessees, or assignees.


 


(d)     Notwithstanding anything herein
to the contrary, if, following any Casualty, the holder of any indebtedness secured by a mortgage or deed to secure debt or similar
instrument covering the Premises or Building requires that any insurance proceeds resulting from the Casualty be paid to it rather
than to Lessor for the rebuilding or restoration of the Premises or the Building, then Lessor shall have the right to terminate
this Lease by delivering written notice of termination to Lessee within fifteen (15) days after such requirement is made by any
such person, whereupon the Lease shall end on the date of the Casualty as if the date of such Casualty were the date originally
fixed in this Lease for the expiration of the Term.


 


(e)     If any Casualty described in this
Paragraph 18 occurs, then Lessor shall not be liable to Lessee for any inconvenience, annoyance, loss of profits, expenses, or
any other type of injury or damage resulting from the repair of any such Casualty, or from any repair, modification, arranging
or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in
this Paragraph 18, except to the extent of any bodily injury to persons or damage to property resulting solely from Lessor's negligence
or intentional misconduct in performing such work.


 


19.     Condemnation.
(a) If all or any substantial part of the Building or Premises should be taken for any public or quasi-public use under governmental
law, ordinance, or regulation, or by right of eminent domain, or by purchase in lieu thereof, and the taking would prevent or
materially interfere with the use of the Premises for the purpose for which it is then being used, then this Lease shall terminate
effective when the physical taking shall occur in the same manner as if the date of such taking were the date originally fixed
in this Lease for the expiration of the Term.


 


(b)     If part of the Building or Premises
is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain,
or by private purchase in lieu thereof, and this Lease is not terminated as provided in subsection (a) above, then this Lease shall
not terminate but the rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent, if any,
as may be fair and reasonable under all the circumstances, and Lessor shall undertake to restore the Building and Premises to a
condition suitable for Lessee's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible
under all circumstances; provided, however, that (i) if the part of the Building so taken or purchased in lieu of taking shall
contain more than twenty-five percent (25%) of the rentable area of the Premises immediately prior to such taking or purchase in
lieu of taking, or (ii) if by reason of such taking or purchase in lieu of taking Lessee no longer has a reasonable means of access
to the Premises, then Lessee may, at Lessee's option, terminate this Lease by delivering to Lessor written notice of Lessee's election
so to terminate at least five (5) days in advance, and this Lease shall terminate as if the date of such election were the date
originally fixed in this Lease for the expiration of the Term.


 


(c)     Lessee shall not share in any condemnation
award or payment in lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being
hereby assigned to Lessor by Lessee; however, Lessee may separately claim and receive from the condemning authority (but not from
Lessor), if legally payable, compensation for Lessee's removal and relocation costs and for Lessee's loss of business and/or business
interruption, provided that such claim and recovery in no way diminishes Lessor’s recovery.


 






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(d)     Notwithstanding anything to the
contrary contained in this Paragraph 19, if during the Term the use or occupancy of any part of the Building or Premises shall
be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulation, or
by right of eminent domain, or by private agreement in lieu thereof, then this Lease shall be and remain unaffected by such taking
or appropriation and Lessee shall continue to pay in full all rent payable hereunder by Lessee during the Term of this Lease; in
the event of any such temporary appropriation or taking, Lessee shall be entitled to receive that portion of any award which represents
compensation for the loss of use or occupancy of the Premises during the term of this Lease, and Lessor shall be entitled to receive
that portion of any award which represents the cost of restoration and compensation for the loss of use or occupancy of the Premises,
after the end of the Term, and of the Building.


 


20.     Indemnity and Hold Harmless.
Lessee shall indemnify, and hold harmless the Lessor and the Premises, at Lessee’s expense, against (i) any default by
Lessee, or any assignee or sublessee permitted hereunder; (ii) any act of negligence of Lessee or its agents, contractors, employees,
invitees, guests or licensees; and (iii) all claims, losses, damages, costs, expenses (including, but not limited to, reasonable
attorney’s fees and costs of litigation actually incurred) or liability incurred or suffered by persons or property by reason
of the use or occupancy of the Premises. Notwithstanding the forgoing, Lessee will not indemnify Lessor to the extent of Lessor’s
own misconduct or negligence.


 


21.     Insurance and Waiver of Subrogation.
Lessee agrees to purchase, at its own expense, and to keep in force during the term of this Lease the following insurance coverage:


 


(a)     Business
Personal Property – Business Personal Property insurance in an amount equal to the full replacement cost, including
increased cost of construction due to operation of building laws and demolition, Business Personal Property and the replacement
of any improvements that are the property of Lessee or that Lessee has agreed to replace as well as coverage for Loss of Use.


 


(b)     Boiler
and Machinery (if operated by Lessee) – This insurance will provide protection for “accidental damage” as
defined in the policy to boilers, air conditioning similar equipment, and to other property. The coverage will provide Replacement
Cost and include the Loss of Rental Income. The amount of coverage should be large enough to cover any damage to the building
that could be caused by the equipment.


 


The insurance will be
for at least the perils of “All Risk of Physical Loss” as defined by the Insurance Service Office. The addition of
broader coverage including flood and earthquake will be considered. An agreed value clause will be used if possible.


 


(c)     Commercial
General Liability (Occurrence Form)


 


	$1,000,000	Per Occurrence Limit
	$1,000,000	Personal and Advertising Injury Limit
	$1,000,000	Fire Damage Limit
	$5,000	Medical Expense Limit
	$2,000,000	General Aggregate
	$1,000,000	Products/Completed Operations Occurrence and Aggregate




 


(i)     The policy
will include a “Per Location General Aggregate and Cross Liability”.


 


(ii)    The Lessor,
Lenox Towers Property Services, LLC and Goddard Investment Group, LLC will be named as Additional Insureds for Operations and Product/Completed
Operations and that thirty (30) days notice will be given in the event of termination.


 






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(d)     Automobile Liability
– Automobile Liability insurance including Owned, Hired, and Non-Owned vehicles with a combined single limit of $1,000,000.


 


(e)     Workers’
Compensation – Workers’ Compensation policy to provide Statutory coverage including employers Liability with a
combined single limit of $1,000,000.


 


(f)     Independent Contractors –
The Employer of any Independent Contractors will require that they provide the same insurance coverages as required of Lessee as
listed above.


 


(g)     Certificates – Lessee
agrees to furnish Lessor a Certificate of Insurance as evidence of the above coverages prior to Lessee’s occupancy of the
Premises and within thirty (30) days of any changes in Lessee’s insurance coverage. The policy shall be endorsed to provide
thirty (30) days notice to the certificate holder prior to termination. The policy will be issued in an insurance company licensed
in the state of Georgia and must be rated “Secure” by A.M. Best Company or Standard and Poors.


 


(h)     Waiver of Subrogation - Lessor
and Lessee each agree to waive their right of recovery and subrogation against the other, to the extent that they are covered or
would have been covered by the Property Insurance coverages required by the terms of this Lease. Each party is responsible for
confirming that their property insurance coverage provides for such a waiver.


 


22.     Signage.
Lessee shall not install any signs visible from outside the Premises except with the prior written consent of Lessor, which consent
may be withheld or conditioned in Lessor’s sole reasonable judgment. Any signs permitted by Lessor shall be maintained in
compliance with applicable governmental rules and regulations governing such signs, and Lessee shall be responsible to Lessor
for any damage caused by the installation, use or maintenance of said signs. Lessee agrees, upon removal of said signs, to repair
all damage incident thereto.


 


23.     Attorneys' Fees. If
any amounts owing under this Lease are collected, directly or indirectly, by or through an attorney at law, Lessee shall pay as
Additional Rent all actual and reasonable attorney's fees, but not less than fifteen percent (15%) of all principal, interest and
late charges due and owing. Lessee shall also pay all actual and reasonable attorney's fees incurred by Lessor as a result of any
nonmonetary breach or default by Lessee under this Lease.


 


24.     Time of Essence.
Time is of the essence of this Lease.


 


25.     Lessor and Lessee
Relationships. This Lease shall create the relationship of Lessor and Lessee between Lessor and Lessee; no estate shall
pass out of Lessor; Lessee has only an usufruct not subject to levy or sale; and Lessee may not assign this Lease, or any interest
hereunder, or sublet the Premises, or any part thereof, without Lessor's prior written consent.


 


26.     Holding Over.
If Lessee remains in possession of the Premises after expiration of the Term of the Lease, with Lessor's acquiescence and without
any express written agreement of the parties, Lessee shall be a lessee on a month-to-month basis at a rental rate equal to 200%
of the rate in effect at the end of this Lease. There shall be no renewal of this Lease by operation of law.


 


27.     Sale by Lessor.
In the event of any sale, conveyance, transfer, or assignment by Lessor of its interest in and to the Premises, all obligations
under this Lease of the party selling, conveying, transferring, assigning or otherwise disposing shall cease and terminate and
Lessee releases said party from same, and Lessee shall thereafter look only and solely to the party to whom or which the Premises
were sold, conveyed, transferred, assigned or otherwise disposed of for performance of all of Lessor's duties and obligations
under this Lease.


 


28.     Surrender of
the Premises. At the termination of this Lease, Lessee shall surrender the Premises and keys thereto to Lessor in at least
as good as a condition as on the Commencement Date, natural wear and tear and casualty only excepted.


 






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29.     Notices.
All notices required or permitted to be given with respect to this Lease shall be in writing and shall be deemed to have been
given (a) when hand delivered, (b) three (3) days after deposited, postage prepaid, with the United States Postal Services (or
its official successor), certified, return receipt requested, properly addressed as set out below, or (c) two (2) days after deposited
with Federal Express or other similar overnight courier service, properly addressed as set out below:


 


To Lessee:


Applied Optoelectronics,
Inc.


3025 Breckinridge Boulevard,
Suite 130


Duluth, GA 30096


Attn: Office Manager


 


With a copy to:


Applied Optoelectronics,
Inc.


13115 Jess Pirtle Blvd.


Sugar Land, TX 77478


Attn: Stefan Murry


 


To Lessor:


GIG VAOI Breckinridge, LLC


c/o Goddard Investment
Group, LLC


3390 Peachtree Road,
N.E., Suite 1200


Atlanta, Georgia 30326


Attn: Thomas K. Dotzenrod,
Esq.


 


With a copy to:


GIG VAOI Breckinridge,
LLC


c/o Goddard Investment
Group, LLC


3390 Peachtree Road NE,
Suite 1200


Atlanta, GA 30326


Attn.: Asset Manager
– Breckinridge Center


 


Such addresses may be
changed from time to time by either party by notice to the other in accordance herewith. Lessee hereby appoints as its agent for
service of all summons or other process of law, the person who is in charge of the Premises at the time of such service of summons.
Process may also be served by any other means allowed by law.


 


30.     Parties. "Lessor"
as used in this lease shall include Lessor's assigns and successors in title to the Premises. "Lessee" shall include
Lessee, and if this Lease shall be validly assigned or the Premises sublet, shall include such assignee or sublessee, its successors
and permitted assigns. "Lessor" and "Lessee" shall include male and female, singular and plural, corporation,
partnership or individual, as may fit the particular parties.


 


31.     Subordination
and Attornment. (a) This Lease shall be subordinate to the right, title and interest of any lender or other party holding
a security interest in or a lien upon the Premises under any and all mortgage instruments or deeds to secure debt presently encumbering
the Premises or the Building and to any and all other deeds to secure debt or mortgage instruments hereafter encumbering the Premises
or the Building.


 


(b)     Lessee shall at any time hereafter,
on demand of Lessor or the holder of any such deed to secure debt or mortgage instrument, execute any instruments which may reasonably
be required by such party for the purpose of evidencing the subordination of this Lease to the lien or security interest of such
party.


 


(c)     Lessee shall, upon demand, at any
time or times, execute, acknowledge and deliver to Lessor or the holder of any such instruments or deeds to secure debt, without
expense, any and all documents that may be necessary to make this Lease superior to the lien of any of the same.


 


(d)     If the holder of any of said instruments
or deeds to secure debt shall hereafter succeed to the rights of Lessor under this Lease, Lessee shall, at the option of such holder
or a purchaser at any foreclosure or sale under power, attorn to and recognize such successor as Lessee's Lessor under this Lease
and shall promptly execute, acknowledge and deliver any instrument that may be necessary to evidence such attornment. Upon such
attornment, this Lease shall continue in full force and effect as a direct lease between each successor Lessor and Lessee, subject
to all of the terms, covenants and conditions of this Lease.


 






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(e)     If Lessee fails at any time to execute,
acknowledge and deliver any of the documents provided for by this Paragraph 31 within ten (10) days after Lessor's notice so to
do, in addition to the remedies allowed in Paragraph 13 hereof, or otherwise, Lessor may execute, acknowledge, and deliver any
and all such documents as the attorney-in-fact of Lessee in its name, place, and stead, and Lessee hereby appoints Lessor, its
successors and assigns as such attorney-in-fact, such power of attorney being coupled with an interest and being irrevocable by
death, dissolution or merger of Lessee.


 


32.     Estoppel Certificate.
At any time and from time to time, Lessee, on or before the date specified in a request therefor made by Lessor, which date shall
not be earlier than ten (10) days from the making of such request, shall execute, acknowledge, and deliver to Lessor and to such
assignee, mortgagee or other party as may be designated by Lessor, a certificate (in a form to be specified by Lessor) stating:
(i) that by such certificate the Lease is ratified; (ii) the Commencement Date and the date on which Lessee entered into occupancy
of the Premises; (iii) the amount of the monthly portion of Base Rent and Additional Rent payable hereunder; (iv) that the Lease
(unmodified or as modified, as the case may be, with all amendments or modifications so specified) represents the entire agreement
between the parties as to the Premises (or if such is not the case, the certificate shall so state, specifying the particulars
of any other applicable agreement or state of facts) and is in full force and effect; (v) the Expiration Date; (vi) that, as of
the date of the certificate, there are no defaults by Lessor or Lessee under the Lease, and there are no existing defenses or
offsets which Lessee has against the enforcement of the Lease by Lessor (or, if such is not the case, the certificate shall so
state specifying particulars); (vii) the amount of Base Rent and Security Deposit which has been deposited with Lessor; (viii)
the month and year through which Base Rent and Additional Rent have been paid; (ix) that no actions, voluntary or involuntary,
are pending against Lessee under the bankruptcy laws of the United States or any State thereof (or, if such is not the case, the
certificate shall so state specifying particulars); (x) that the person executing the certificate is duly authorized to execute
the same on behalf of Lessee, and that the certificate is and shall be binding on Lessee, its successors and assigns; (xi) that
Lessee has not requested any repairs or replacements to the Premises or any other part of the Project that are Lessor's responsibility
under the Lease and that have not been completed (or, if such is not the case, the certificate shall so state specifying particulars);
and (xii) such other matters relating to the Lease as may reasonably be requested by Lessor. In the event that Lessee fails to
provide such certificate within ten (10) daysafter written request by Lessor therefor, Lessee shall be deemed to have approved
the contents of the certificate as submitted to Lessee by Lessor at the time of the written request therefor, and Lessor is hereby
authorized to so certify. Lessee hereby expressly acknowledges and agrees that Lessor, any such assignee, mortgagee or other party
shall be entitled to rely upon the certificate so certified by Lessor or any certificate delivered by Lessee hereunder.


 


33.     Governmental
Regulations. Lessee agrees, at its sole expense, to promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Lessee's use or occupancy of the Premises.


 


34.     Successors and
Assigns. The provisions of this Lease shall inure to the benefit of and be binding upon Lessor and Lessee and their respective
successors, heirs, legal representatives and assigns, subject; however, in the case of the Lessee, to the restrictions on assignment
and subletting contained in this Lease.


 


35.     Limitation of
Liability. Lessor's obligation and liability to Lessee with respect to this Lease shall be limited solely to Lessor's
interest in the Building, and neither Lessor, nor any joint venturer, partner, officer, director or shareholder of Lessor or any
of the joint venturers of Lessor shall have any personal liability whatsoever with respect to this Lease.


 






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36.     Brokerage Commissions.
Lessee represents and warrants to Lessor that (except with respect to any broker(s) identified on the Lease Summary attached hereto)
no broker, agent, commission salesman, or other person has represented Lessee in the negotiations for and procurement of this
Lease and of the Premises and that no commissions, fees or compensation of any kind are due and payable in connection herewith
to any broker, agent, commission salesman, or other person. Lessee agrees to indemnify Lessor against and hold Lessor harmless
from any and all claims, suits or judgments (including, without limitation, reasonable attorneys' fees and court costs incurred
in connection with any such claims, suits or judgments or in connection with the enforcement of this indemnity) for any fees,
commissions or compensation of any kind which arise out of or are in any way connected with any claimed agency relationship with
Lessee (except with respect to the broker(s) and other person(s) or firm(s) excluded above from Lessee's representation and warranty
of no broker). Lessee further agrees that, if (i) this Lease shall terminate prior to the Expiration Date as a result of any default
hereunder by Lessee, or (ii) Lessor shall exercise any of Lessor's rights and remedies pursuant to Paragraph 13 as a result of
Lessee's default, whether or not this Lease is terminated, then in any of such events Lessee shall reimburse Lessor for the Applicable
Portion (as hereinafter defined) of any leasing commission(s) or similar brokerage fee(s) paid or to be paid by Lessor to any
broker or brokers with respect to this Lease. The "Applicable Portion" of any such leasing commission(s) or brokerage
fee(s) shall be determined by dividing (a) the total amount of such leasing commission(s) and brokerage fee(s) paid or
to be paid by Lessor by (b) the total number of months in the term of this Lease for which Lessee is obligated to pay Base
Rent, and then multiplying the resulting sum by (c) the number of months or fractions thereof remaining in the then unexpired
Term of this Lease. Lessee promises to pay Lessor the Applicable Portion of such leasing commission(s) or brokerage fee(s) within
ten (10) days after receipt of Lessor's written request therefor.


 


37.     Rules and Regulations.
Lessee accepts the Premises subject to and hereby agrees with Lessor to abide by the Rules and Regulations attached to this Lease
and incorporated herein by reference, together with such additional Rules and Regulations or amendments thereto as may hereafter
from time to time be reasonably established by Lessor, and such additions or amendments shall be binding on Lessee upon receipt
of same by Lessee.


 


38.     Hazardous Substances.
The term "Hazardous Substances", as used in this Lease, shall mean pollutants, contaminants, toxic or hazardous wastes,
or any other substances, the removal of which is required or the use of which is restricted, prohibited or penalized by any "Environmental
Law", which term shall mean any existing or future federal, state or local law or ordinance relating to pollution or protection
of the environment. Lessee hereby represents and warrants and covenants with Lessor that:


 


(a)     Lessee has obtained and shall maintain
in good standing all local, state and federal government licenses necessary in order to conduct its operations at the Premises;


 


(b)     No activity shall be conducted on
the Premises that will produce any Hazardous Substance, except for such activities that (i) are part of the ordinary course of
Lessee's business activities; (ii) have been approved in advance by Lessor in writing; and (iii) are conducted in accordance with
all Environmental Laws (the "Permitted Activities");


 


(c)     The Premises shall not be used in
any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that (i) are used in
the ordinary course of Lessee's business; (ii) have been approved in advance by Lessor in writing; and (iii) are properly stored
in a manner and location meeting the requirements of all Environmental Laws (the "Permitted Materials");


 


(d)     No portion of the Premises shall
be used as a landfill or a dump;


 


(e)     Lessee shall not install any underground
tanks of any type on the Premises;


 


(f)     Lessee shall not allow any surface
or subsurface conditions to exist on the Premises or come into existence on the Premises that constitute, or with the passage of
time may constitute, a public or private nuisance;


 






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(g)     Lessee shall not permit any Hazardous
Substances to be brought onto the Premises, except for the Permitted Materials, and if so brought or found thereon, the same shall
be immediately removed, with proper disposal, and all required cleanup procedures shall be diligently undertaken pursuant to all
Environmental Laws. If, at any time during or after the Term of the Lease, the Premises are found to be contaminated or subject
to said conditions, Lessee agrees to indemnify and hold Lessor harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from or as a result of the use of the Premises by Lessee. The foregoing
indemnification shall survive the termination or expiration of this Lease; and


 


(h)     Should Lessee cause or permit any
intentional or unintentional release of Hazardous Substances into the air, or the surface or into the subsurface of the Project
(or any part thereof) or any adjacent properties, Lessee shall immediately notify Lessor and the appropriate jurisdictional and
governmental agencies.


 


39.     Quiet Enjoyment.
If Lessee is not in default under any provision of this Lease, Lessee shall during the Term of this Lease, subject to the terms
of this Lease, have the peaceable and quiet enjoyment and possession of the Premises without any manner of hindrance from Lessor
or any persons lawfully claiming through Lessor.


 


40.     Miscellaneous.
This Lease contains the entire agreement of Lessor and Lessee and no representations or agreements, oral or otherwise, between
the parties not embodied herein shall be of any force or effect. No failure of Lessor to exercise any power given Lessor hereunder,
or to insist upon strict compliance by Lessee of any obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Lessor's right to demand exact compliance with the terms hereof. If any clause
of this Lease is illegal, invalid or unenforceable under applicable present or future laws or regulations effective during the
Term of this Lease, the remainder of this Lease shall not be affected. In lieu of each clause or provision of this Lease which
is illegal, invalid, or unenforceable, there shall be added as a part of this Lease a clause or provision as nearly identical
as may be possible and so may be legal, valid and enforceable. This Lease shall be governed by, construed under and interpreted
and enforced in accordance with the laws of the State of Georgia. Neither this Lease, nor any memorandum of this Lease or reference
hereto, shall be recorded by Lessee without Lessor's consent endorsed hereon or thereon. Lessor shall be excused from the performance
of any of its obligations under this Lease for the period of any delay resulting from any cause beyond its control, including,
without limitation, all labor disputes, governmental regulations or controls, fires or other casualties, inabilities, inability
to obtain any material or services or acts of God. A facsimile or scanned copy of signatures hereto shall operate as an original
and any counterpart signature pages shall be attached to and shall form one agreement.


 


41.     Special Stipulations. In the event any Special Stipulations are attached to this Lease as Exhibit "D",
the terms thereof shall control in the event of a conflict between the provisions of this Lease and the provisions thereof.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Lease to be executed, under seal, in their respective names and on their behalf by their duly authorized officials,
the day and year first above written.


 






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LESSOR:


GIG VAOI BRECKINRIDGE, LLC,


a Georgia limited liability
company


 


By: GODDARD VALUE-ADD OFFICE FUND I, L.P.,


its sole member


 


By: GODDARD VAO FUND I GP, LLC,


a Delaware limited liability
company, its general partner


 


By: GODDARD INVESTMENT GROUP, LLC,


a Georgia limited
liability company, its sole member


 


 


By: /s/ Robert C. Goddard, III


Name: Robert C. Goddard, III


Title: Chairman and CEO


 


 


 


LESSEE:


APPLIED OPTOELECTRONICS, INC.,


a Delaware corporation


 


 


By: /s/ Stefan Murry


 


Printed Name: Stefan Murry


 


Title: CFO


     (Corporate Seal)


 


 


 


 






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RULES AND REGULATIONS


 


1.     Sign Display. Lessor will
provide, at Lessee's expense, signage for the Premises. Such signage will be coordinated throughout the Project for uniformity
and attractiveness. No sign, tag, label, picture, advertisement or notice shall be displayed, distributed, inscribed, painted or
affixed by Lessee on any part of the outside or inside of the Building or of the Premises without the prior written consent of
the Lessor.


 


2.     Drives and Parking Areas.
All parking shall be within the property boundaries and within marked parking spaces. There shall be no on-street parking and
at no time shall Lessee obstruct drives and loading areas intended for the use of all lessees. The drives and parking areas are
for the joint and non-exclusive use of Lessor's lessees, and their agents, customers and invitees, unless specifically marked.
Lessor shall have the right to restrict Lessee, its agents, customers, and/or invitees to certain parking areas. Lessee shall
not permit any fleet trucks to park overnight in the Building's parking areas.


 


3.     Storage and Loading Areas.
Unless specifically approved by Lessor in writing, no materials, supplies or equipment shall be stored anywhere except inside
the Premises. Trash receptacles may not be placed in the service area except by Lessor.


 


4.     Locks. No additional locks
shall be placed on the doors of the Premises by Lessee nor shall any existing locks be changed unless Lessor is immediately furnished
with two keys for each lock on the entrance doors when Lessee assumes possession, with the understanding that at the termination
or expiration of the Term of the Lease the keys shall be returned.


 


5.     Contractors and Service Maintenance.
Lessee will refer all contractors, contractor's representatives and installation technicians rendering any service on or to the
Premises for Lessee to Lessor for its approval and supervision before performance in the Building, including, but not limited
to, installation of electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim,
windows, ceilings, equipment or any other physical portion of the Building.


 


6.     Lodging. Lessee shall not
at any time occupy any part of the Building as sleeping or lodging quarters.


 


7.     Regulation of Operation and Use.
Lessee shall not place, install or operate on the Premises or in any part of the Building any engine, stove or machinery, or conduct
mechanical operations or cook thereon or therein, or place or use in or about the Premises any explosives, gasoline, kerosene,
oil, acids, caustics or any other flammable explosive or hazardous material without the prior written consent of Lessor.


 


8.     Window Coverings. Windows
facing the Building exterior shall at all times be wholly clear and uncovered (except for such blinds or curtains or other window
coverings Lessor may provide or approve) so that a full unobstructed view of the interior of the Premises may be had from outside
the Building.


 


9.     Exterior Installations. Lessee
shall not install any radio or television antenna, loudspeaker, or any other device on the roof or exterior walls of the Building.


 


10.     Animals. Lessee shall
not allow or keep any animals or pets of any kind on the Premises, except those seeing-eye dogs which are for the direct purposes
of aiding and assisting the visually impaired.


 


11.     Waivers. Lessor may waive
any one or more of these Rules and Regulations for the benefit of any particular Lessee in the Building, but no such waiver by
Lessor shall be construed as a general waiver of such Rules and Regulations or of Lessor's right to enforce such Rules and Regulations
against Lessee or any other Lessee in the Building.


 


12.     Additions to Lease. These
Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of the Lease or any other lease of premises in the Building.


 


13.     Access to Roof. Neither Lessee
nor any employee, contractor or invitee of Lessee shall go upon the roof of the Building without the prior written consent of
Lessor.


 


14.     Sales from Premises. Lessee
shall not allow a fire or bankruptcy sale or any auction to be held on the Premises or allow the Premises to be used for the sale
at retail of merchandise to the general public.


 


15.     Modifications. Lessor shall
have the right from time to time to modify, add to or delete any of these Rules and Regulations at Lessor's sole discretion.


 






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EXHIBIT "A"


Floor
Plan of the Premises


 


Suite No.: 130


Rentable Square Feet: 2,983


 


 


 



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EXHIBIT "B"


Legal
Description of Project


 


TRACT 1:


 


 


 


TRACT 2:


 


 


 






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EXHIBIT "C"


LESSOR’S WORK


 


Construction of Premises. At Lessee’s
sole cost and expense, with such expenses including the cost of construction, architectural fees, and construction management fees,
Lessor shall construct the Premises in accordance with plans and specifications to be prepared by Hughes Turner Phillips based
on the drawing in Exhibit “A” as agreed upon and approved by Lessor and Lessee. Lessee may elect to vary from the plans
and specifications; however, such changes shall be confirmed by a work change order prior to the performance of such changes. Lessor
will not be responsible for delays in the completion of the Premises resulting from changes made at the request of the Lessee after
final construction documents are issued. Lessee shall pay Lessor for such changes which result in increased construction costs
prior to the Commencement Date. During the course of construction of the Premises, any changes made by Lessee will not delay the
Commencement Date. However, in the event of any delays in completion of construction caused by Lessor, the Commencement Date shall
be postponed accordingly. Lessor’s failure to deliver possession due to Lessee’s failure to pay any such cost shall
not be a breach of this Lease.


 


 


 


 


 


 


 


 


 






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EXHIBIT "D"


Special
Stipulations


 


Lease Agreement between GIG VAOI Breckinridge,
LLC, as Lessor, and Applied Optoelectronics, Inc. as Lessee, dated October ___, 2015 for 2,983 rentable square feet.


 


These Special Stipulations are made and entered
into contemporaneously with the Lease Agreement described above. In the case of any conflict between the Special Stipulations and
the Lease, these Special Stipulations shall control. All terms used herein shall be the same as defined in the Lease.


 


		1.	Due Upon Execution. Upon (i) Lessor’s receipt from Lessee of the total sum required
per Paragraph 3(b) of this Lease, (ii) full execution of the Lease by Lessee and Lessor and (iii) Lessee’s receipt of a fully
executed copy of this Lease, Lessee shall have the right to move in furniture and set up its telephone and computer system before
the Lease Commencement Date (“Early Occupancy Period”), provided that if Lessee takes such early occupancy, all rules,
terms, and conditions of this Lease (except for obligation for Base Rent and Additional Rent during the Early Occupancy Period)
are in full force and effect.



		2.	Rental Payments. All rental payments shall be made payable to GIG VAOI Breckinridge, LLC
and addressed as follows:



 


GIG VAOI Breckinridge, LLC


Breckinridge Property Accountant


c/o Goddard Investment Group, LLC


3390 Peachtree Road, Suite 1200


Atlanta, GA 30326


 


		3.	Surrender. Notwithstanding the foregoing, at the end of the Term, Lessor shall have the
right, but not the obligation, to require that Tenant pay for (i) the costs to demo the Lab Area (including but not limited to
the Lab Area’s interior walls, VCT, supplemental HVAC, millwork, etc.) that is to be added as part of the Tenant Improvements,
and (ii) the costs to re-carpet the Premises with building standard roll-out carpet (collectively, the “Surrender Costs”).
Within thirty (30) days after the Expiration Date, Lessor shall inform Lessee of the Surrender Costs, which shall be the lowest
of three proposals received from at least three (3) independent general contractors, each of whom must have at least five years
of commercial experience in the Atlanta MSA. Within fifteen (15) days of Lessor’s written notice of the Surrender Costs,
Lessee shall remit payment.



 






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EXHIBIT E


LEASE COMMENCEMENT LETTER


 


		Re:	Lease Agreement dated _______, 2015 (the “Lease”) between GIG VAOI Park Creek, LLC (“Lessor”) and Applied
Optoelectronics, Inc., a Delaware corporation (“Lessee”) for the Premises, located at 3025 Breckinridge Boulevard,
Suite 130, Duluth, GA 30096. Unless otherwise specified, all capitalized terms used herein shall have the same meanings as in the
Lease.



 


Lessor and Lessee agree that:


 


Lessor has delivered the Premises and Substantial Completion occurred
____________.


 


Subject to the terms and conditions of the Lease
including without limitation Lessor’s obligations thereunder: (a) Tenant has accepted possession of the Premises; (b) the
Premises are usable by Tenant as intended and (c) Landlord has no further obligation to perform any construction.


 


The Commencement Date of the Lease is ______________, 20___.


 


The Expiration Date of the Lease is ______________, 20___.


 


 


 


All other terms and conditions of the Lease are ratified and acknowledged
to be unchanged.


 


EXECUTED as of ______________, 20___.




{ATTACH APPROPRIATE SIGNATURES}


 






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