Exhibit 10.43


 


	STATE OF SOUTH CAROLINA	)	 
	 	)	AGREEMENT OF LEASE
	COUNTY OF HORRY	)	 





 


THIS AGREEMENT
entered into this_30 Day
of August ,
2021, by and between RFMD-SC,
LLChereinafter called the
"LANDLORD" andGold
Leaf Distribution LLC ,
hereinafter called the
"TENANT".


 


WITNESSETH:


 


The
Landlord, for and
in consideration of
the covenants and
agreements hereinafter set forth to be kept and performed by the Tenant, demises
and leases unto the Tenant and the Tenant does hereby hire and rent from the Landlord
the premises hereinafter described, for the period, at the rental, and upon the terms
and conditions hereinafter specifically set
forth.


 


1.       
Description of Premises. Landlord leases to Tenant the following described
property:


 


10,000 Square
Feet located at 201
East Cox Ferry -
Unit C




 




 


2.       
Term. The
term of this
Lease begins on
10/1/2021and terminates,
unless extended as
provided for herein,
on 11/01/2026.


 


3.       
Rent. During the initial term of the Lease the Tenant shall pay to the Landlord
in lawful money
of the United States
rent as follows:


 


7.50 Per
square foot with 1.5% annual
increases and $1.25
PSF TI-CAM


 


See
Exhibit A


 


Rent Commencement shall begin on November 1, 2021
Tenant shall pay 1⁄2 months rent for
November, $3750. Tenant
shall begin Full
Rent payments on
12/1/2021.


 


Prior
to the expiration of any lease term, the Tenant is required to provide a Ninety (90)
day written notification to the Landlord to extend the lease in terms to be decided
by the parties, the lease will automatically renew in accordance to the option periods
as stated above. The rent shall be payable at the office of the Landlord or at
such other places as the Landlord may designate in writing. At the signing of the Lease
Agreement, Tenant shall
remit a security
deposit in the
amount of $_6,250.00_
.Thereafter all rental payments are due in advance on or before the first day of each and
every month. In the event payment of rent is not received before the fifth (5th) day of the
month, a late
penalty fee of
$100.00 shall apply.


 


All payments
shall be make to the Via check certified funds or Direct Deposit. If the payments are
to be made by credit card a 3% fee will be applied to the amount. Payments
may be remitted to
the Landlord's address.


 


4.     Use of Premises. The Tenant may use and occupy the leased property for Gold Leaf
Distributionbusiness Needs, and
for no other purpose unless approved
in writing by the
Landlord.


 



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5.      
Assignment or Sublease. The Tenant shall not assign or sublet the Lease or
the whole or any part of the leased property without the written consent of the Landlord,
provided, however, that such assigning or subletting shall not affect the obligation of the
Tenant to perform all the covenants required to be performed by the Tenant under the
terms of this Lease.


 


6.     
Repairs and Maintenance. The Tenant shall not cause or permit any waste,
damage, or injury to the leased property. The Tenant, at its sole expense, shall keep the
leased property as now or hereafter constituted with all improvements made thereto
clean and in good condition. Tenant will maintain general upkeep of the interior and,
maintenance of, the
plumbing and electrical
systems, doors and
windows, and mechanical
systems. The Tenant shall be responsible
for the repairs of doors and windows,
electrical, plumbing and
the mechanical systems.
The Landlord shall
be responsible for structural and roof repairs, but not to include repairs required
by Tenant negligence.


 


7.    
Delivery and Surrender of Premises. Tenant
shall occupy the property upon the remittal of
deposits, the delivery of the executed lease signed by the Landlord and
the Tenant, and the delivery of the insurance certificate Tenant acknowledges that the
premises are in
good order and repair.


 


8.     
Entry on Premises
by Landlord. Landlord
or Landlord's agent
reserves the right
to enter on the
premises at reasonable times
to inspect them.


 


9.     
Utilities. Tenant shall arrange and pay all utilities furnished to the premises
during the term of this Lease including, but not limited to, electricity, and their portion of
the water & sewer as estimated from the overage based off of an average from the last
12 months.


 


10.    
Taxes and Assessments. Landlord
shall be responsible for all ad valorem taxes, assessments,
liens or charges
on the land
and building.


 


11.     
Insurance. Landlord shall be responsible for maintaining fire and extended
coverage insurance upon contents of the premises during the term of this Lease or any
extension of the term thereof. Tenant shall procure and maintain in force at its expense
during the term of this Lease and any extension thereof public liability insurance in the
amount of at
least One Million
and No/100's ($1,000,000.00)
Dollars single limit
coverage as well as contents coverage. Such coverage shall be adequate to protect against
liability for damage
claims through public
use or arising
out of accidents
occurring around or in the leased premises. Tenant shall name the Landlord as a co-
insured under said policy and furnish evidence of said policy prior to occupying the
premises.


 


12.    
Covenant of Quiet Enjoyment. The Tenant, upon payment of the rent herein
reserved and upon
the performance of
all the terms
of this Lease,
shall at all
times during the leased term and during any extension or renewal term peaceably
and quietly enjoy the leased property without any disturbance from the Landlord or
from any other person claiming through
the Landlord.


 



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13.   
Compliance with Applicable Laws. The Tenant at its sole expense shall
comply with all laws, orders, and regulations of federal, state, and municipal authorities,
and with any direction of any public officer, pursuant to the law, which impose any duty
upon the Tenant or the Landlord with respect to the leased property. The Tenant, at its
sole expense, shall obtain all licenses or permits which may be required by the conduct
of its business
within the terms
of this Lease,
or for the
making of repairs,
alterations, improvements, or
additions. The Tenant shall
comply with the
requirements of all policies
of public liability, fire, and all
other types of insurance
at any time in force
with respect to the buildings and
other improvements on the leased property.


 


14.     
Leasehold Improvements. The Tenant shall not have the right to make
any alterations and improvements to the leased property without the prior written
consent of Landlord.


 


Any alteration,
addition, or improvement made by the Tenant with the consent of Landlord and any fixtures
installed as part thereof shall at the Landlord's option become the property of the
Landlord upon the expiration or sooner termination of this Lease; provided, however,
that all moveable trade fixtures shall remain the property of the Tenant and it shall
be granted reasonable time at the expiration of the Lease or any extension or renewal
thereof to remove said personal property and moveable trade fixtures. Tenant shall
install exterior signage at Tenants expense. Signage design and location
must be submitted and
approved by the Landlord prior
to installation.


 


15.    
Surrender of Premises. The Tenant shall on the last day of the term, or upon
the sooner termination of the term, peaceably and quietly surrender the leased property
to the Landlord, in as good condition and repair as at the commencement of the term,
and as any
new buildings, structures,
replacements, or additions,
or improvements constructed, erected,
added, or placed thereon by the Tenant or when completed, with the
natural wear and tear
thereof expected.


 


16.     
Condemnation. If the whole of the leased property, or such portion thereof as
will make the leased property unsuitable for the purposes herein lease, is condemned for
any public use or purpose by any legally constituted authority, then in either of such
events this Lease shall cease from the time when possession is taken by such public
authority and rental shall be accounted for between the Landlord and the Tenant as of
the date of the surrender of possession. Such termination shall be without prejudice to
the rights of either of the Landlord or the Tenant to recover compensation from the
condemning authority for any loss or damage caused by such condemnation. Neither the
Landlord nor the
Tenant shall have
any rights in
or to any
award made to
the other by
the condemning authority.


 


17.    
Destruction of Premises. In case of damage by fire or other casualty to the
building in which
the leased property
is located, without
the fault of
the Tenant, this
Lease shall cease, and
the rent shall be apportioned
to the time
of the damage.


 


18.   
Holding Over. At any expiration or cancellation of this Lease, should Tenant
hold over for any reason, it is-hereby agreed that, in the absence of a written agreement
to the contrary, such tenancy shall be from month to month only. During any "Holding
Over Period" Tenant shall remit an additional rental fee equal to 125% of the monthly
base rent not to exceed 120 Days. If this Lease reverts to a month to month agreement
upon expiration of the Lease term, then a thirty (30) day written notice by either party
would be required to terminate this agreement. Upon expiration of the thirty (30) day
period, the Tenant agrees to vacate the premises. All other terms and conditions of the
original Lease would
remain in effect during
this month to
month agreement.


 


19.    
Default. If Tenant shall fail or neglect to pay any amount of rent when the
same is due
and payable or
if the Tenant
shall fail or
neglect to perform
or observe any
of the agreements or covenants herein contained, then the Landlord shall deliver to
Tenant at the leased premises or at the office of the registered agent for the Tenant a
written notice of such other default, and Tenant shall have a period of thirty (30) days
after such notice in which to cure any other default. There is a five day right to cure for
failure to pay
the rent when
due. In the
event that the Tenant
shall fail to
cure the default complained
after thirty (30)
days written notice
(except for the
payment of rent
for which five days
notice is necessary), the
Landlord may immediately terminate this
Lease, retain the security deposit and take possession of the premises (excluding
furnishings, trade fixtures and personal
property owned by the Tenant) in accordance
with the termination
provisions of this
Lease Agreement.


 



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In the
event that the Landlord shall exercise the right to terminate this Lease under the
aforesaid provisions, the Landlord will not thereby be deprived of any other rights it may
have against the Tenant at law or equity, but shall at all times be entitled to recover from
the Tenant any and all other damages sustained by the Landlord on account of the breach
of the covenants or agreements herein contained which Tenant is obligated to perform.


 


If Landlord
fails to object to a breach at the time it occurs, the Landlord does not waive Landlord's
right to object to and demand a cure of said breach or of a similar breach
at a later
date.


 


The
Tenant expressly agrees
to pay to
the Landlord all
costs and expenses,
including attorney's fees, incurred in procuring a late rental payment or in curing any
other default under
this Agreement.


 


20.    
Liquidated Damages. In the event of default by the Tenant, other than a
default causing damage to the premises, Tenant agrees that Landlord's damages shall
be a liquidated sum equal to the remaining rent owed under this Lease Agreement, and
Landlord has the right
to re-lease the property
to another prospective
tenant.


 


21.  
  Delivery
of Possession. Landlord shall deliver possession of said premises and the
leased property to Tenant upon a fully executed Agreement of Lease, the remittal of the security deposit in the amount of _$_6,250, and upon receipt of evidence
of insurance as required by paragraph
11. of said lease.


 


22.   
Interest and Late Charges. If Tenant fails to pay, when due and payable any
rent or any
additional rent or
amounts or charges
of any kind
or character provided
in this Lease for a period of ten (5) days after it is due, such unpaid amounts
shall bear a late penalty fee
of $250.00.


 


23.     Notices. Any notice under this Lease must be in writing and must be sent by
registered or certified mail to the last address of the party to whom the notice is to be
given, as designated
by such party
in writing. The
Landlord hereby designates
its address and
telephone number as
3665 SWIFTWATER PARK
DR Building #2
SUWANEE , GA 30024, The Tenant
hereby designates its
address and telephone
number as 746 North
Drive Suite A-
Melbourne Florida 32934,
1-844-714-2224


 


24.     Declaration of Governing Law. This Lease shall be governed by, construed,
and enforced in
accordance with the laws
of the State
of South Carolina.


 


25.    
Waiver. Failure
of either party
to insist upon
strict performance of
any covenant or condition of this Lease in any one or more instances shall not
be construed as a waiver for the future of any such covenant or condition, but the
same shall be and remain in full
force and effect.


 


26.      Binding
Effect. The covenants,
terms, conditions, provisions,
and undertakings in
this Lease or
in any renewals
thereof shall extend
to and be
binding upon the heirs, executors, administrators, successors, and assigns of the respective
parties hereto, as if
they were in every case named and
expressed, and shall be
construed as covenants running
with the land; and wherever
reference is made
to eitherof the
parties hereto, it
shall be held
to include and apply
also to the
heirs, executors, administrators, successors, and assigns of such party, as
if in each and every case so expressed.


 



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27.     
Entire Agreement; Modification; Severability. This Lease contains the entire
agreement between the parties and shall not be modified in any manner except by an
instrument in writing executed by the parties. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder
of this Lease,
or the application
of such term
or provision to
persons or circumstances
other than those
as to which
it is held
invalid or unenforceable, shall
not be affected thereby and each term and provision of this Lease shall
be valid and shall be enforced
to the fullest
extent permitted by law.


 


28.   
General Indemnification. In addition to any agreements elsewhere in this
Lease concerning indemnifications provided by the Tenant to the Landlord, it is agreed
that the Tenant shall indemnify and hold harmless the Landlord against all liabilities,
expenses, and losses incurred by the Landlord including reasonable attorney's fees and
costs as a result of a failure by the Tenant to perform any covenant required to be
performed by the
Tenant under this Lease.


 


Landlord
shall not be liable for any damage or injury to Tenant, or any other person, or to
any property, occurring on the demised premises or any part thereof, and Tenant agrees
to hold Landlord harmless from any claims for damages, no matter how caused.


 


29.     Subordination.
This Lease is and shall be subordinated to all existing and future
liens and encumbrances against
the property.


 


30.     Guaranty.
This Agreement of lease and all terms and conditions shall be guaranteed
by Robert Clark.


 


31.    
Landlord Improvements.
Landlord agrees to
Repair the ceiling
and install a
window heating and air conditioning
unit at no
cost the the
tenant.


 






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IN WITNESS WHEREOF, the Landlord
and Tenant subscribed their names and affixed
their seals the
day and year first
above written.


 


	WITNESSES:	 	LANDLORD:	 
	 	 	 	 
	 	 	 	 
	Witness as to Landlord	 	 	 
	 	 	 	 
	 	 	TENANT:	 
	 	 	 	 
	 	 	 	9/1/2021
	Witness as to Tenant	 	 	 
	 	 	 	 
	Witness as to Tenant	 	 	 





 


THIS IS
A LEGALLY BINDING AGREEMENT.
LANDLORD AND TENANT
ARE ENCOURAGED TO
SEEK LEGAL COUNSEL.


 


Guaranty
Follows page 7 of
8.


 






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Guaranty


 


THE PERFORMANCE
OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OF LEASE BETWEEN RFMD-SC
LLC AS LANDLORD AND Gold Leaf Distribution
LLC AS TENANT, DATED 9/1/2021, IS GUARANTEED
BY:Robert Clark


 





	 	 	 	 
	Witness	 	TENANT	 
	 	 	 	 
	 	 	 	 
	Witness	 	LANDLORD	 





 



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Exhibit –
A


 


201 East
Cox Ferry Unit C
Lease Breakdown 8/26/2021


 


	Year	 	Building C Lease Terms

square Footage	 	Monthly

Base Rent W/ 1.5% increase	 	yearly

Base Rent Totals	 	TI Cam 1.25 PSF	 	yearly totals	 	 
	1	 	 	 	10,000	 	 	$	7.500	 	 	$	75,000.00	 	 	$	12,500.00	 	 	$	87,500.00	 	 	 		 
	2	 	 	 	10,000	 	 	$	7.613	 	 	$	76,125.00	 	 	$	12,500.00	 	 	$	88,625.00	 	 	 		 
	3	 	 	 	10,000	 	 	$	7.727	 	 	$	77,266.88	 	 	$	12,500.00	 	 	$	89,766.88	 	 	 		 
	4	 	 	 	10,000	 	 	$	7.843	 	 	$	78,425.88	 	 	$	12,500.00	 	 	$	90,925.88	 	 	 		 
	5	 	 	 	10,000	 	 	$	7.960	 	 	$	79,602.27	 	 	$	12,500.00	 	 	$	92,102.27	 	 	 		 
	 	 	 	 	TOTALS	 	 	 	 	 	 	$	386,420.02	 	 	$	62,500.00	 	 	$	448,920.02	 	 	 	Total Lease Value	 




 


	 	 	Monthly Rent	 	 
	Year 1	 	 	 	 	 	 	$	7,291.67	 
	Year 2	 	 	 	 	 	 	$	7,385.42	 
	Year 3	 	 	 	 	 	 	$	7,480.57	 
	Year 4	 	 	 	 	 	 	$	7,577.16	 
	Year 5	 	 	 	 	 	 	$	7,675.19	 




 


* Note: All rates
are derived based on
1.5% yearly increases for base rent. And $
1.25 PSF for
TI CAM


 


8