**Exhibit 10.18**

 

**COMMERCIAL LEASE**

**(GENERAL FORM)**

 
| 1.     PARTIES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| This Lease is made and entered into this 1st  day of August, 2005 by and between Microwave Holdings, LLC (hereinafter  referred to as “Landlord”) and AML Communications, Inc. (herein after referred  to as “Tenant”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 2.     PREMISES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| Landlord hereby leases to Tenant and Tenant  hereby leases from Landlord, on the terms and conditions hereinafter set forth                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| that certain real property and the building and other improvements  located thereon situated in the City of Santa Clara, County of Santa Clara,  State of CA, commonly known as 3350 Scott Blvd, Bldg: 25                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| (HERE INSERT ADDRESS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| and described as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
| (HERE INSERT LEGAL DESCRIPTION)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| (said real property is hereinafter called the “Premises”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 3.     TERM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| The term of this Lease shall be for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 1 yr, 1 mo. and 19 days, |  commencing on August 1st,  2005 and ending on September 19th, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (MONTHS/YEARS) |   |
| 2006, unless  sooner terminated as hereinafter provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 4.     RENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| Tenant shall pay Landlord as rent for the Premises the following sums  per month, in advance on the first day of each month                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| during the term  of this Lease:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| During the  first through                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |  year of the term of this Lease, the sum of Five  thousand ($5,00000) dollars per month. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (E.G.8TH) |   |   |
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| During the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |  year through the |   |  year of the term of this Lease, the sum of ($                )  dollars per month. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (E.G. 16TH) |   | (E.G 10TH) |   |   |
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| During the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |  year through the |   |  year of the term of this Lease, the sum of ($                )  dollars per month. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (E.G. 16TH) |   | (E.G. 20TH) |   |   |
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| Tenant shall  pay to Landlord upon the execution of this Lease the sum of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ($                               )  dollars as rent  for                                                                                                                                                  .                                                                                                                                                                                                                                              |
| Rent for any  period during the term of this Lease which is for less than one (1) month,  shall be a pro rata portion of the monthly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| installment.  Rent shall be payable without notice of  demand and without any deduction, off-set, or abatement in lawful money of  the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| United  States to the Landlord at the address stated herein for notices or to such  other persons or such other places as the Landlord may                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| designate to  Tenant in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| 5.     SECURITY DEPOSIT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| Tenant shall deposit with Landlord upon the  execution of this Lease the sum of Five thousand ($5,000) dollars as a  security deposit for the Tenant’s faithful performance of the provisions of  this Lease.  If Tenant fails to pay  rent or other charges due hereunder, or otherwise defaults with respect to  any provision of this Lease, Landlord may use the security deposit, or any  portion of it, to cure the default or compensate Landlord for all damages  sustained by Landlord resulting from Tenant’s default. Tenant shall  immediately on demand pay to Landlord the sum equal to that portion of the  security deposit expanded or applied by Landlord which was provided for in  this paragraph so as to maintain the security deposit in the sum initially  deposited with Landlord.  Landlord  shall not be required to keep the security deposit separate from its general  account nor shall Landlord be required to pay Tenant any interest on the  security deposit.  If Tenant performs  all of Tenant’s obligations under this Lease, the security deposit or that  portion thereof which has not previously been applied by the Landlord, shall  be returned to Tenant within fourteen (14) days after the expiration of the  term of this Lease, or after Tenant has vacated the Premises, whichever is  later. |
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6.               USE.

 

Tenant shalluse the Premises only for manufacturing and assembly of electronic componentsand other related legal uses and for no other purpose without the Landlord’sprior written consent.

 

Tenant shallnot do, bring or keep anything in or about the Premises that will cause acancellation of any insurance covering the Premises or the pay to Landlordwithin ten (10) days after written demand from Landlord, the amount of any suchincrease. Tenant shall comply with all laws concerning the Premises or Tenant’suse of the Premises, including without imitation, the obligation at Tenant’scost to alter, maintain or restore the Premises in compliance and conformitywith all laws relating to the condition, use, or occupancy of the Premises byTenant during the term of this Lease. Tenant shall not use or permit the use ofthe Premises in any manner that will tend to create waste or a nuisance or, ifthere shall be more than one tenant of the building containing the Premises, whichshall unreasonably disturb any other tenant.

 

Tenant hereby acceptsthe Premises in their condition existing as of the date that Tenant possessesthe Premises, subject to all applicable zoning, municipal, county and state laws,ordinances, regulations governing or regulating the use of the Premises andaccepts this Lease subject thereto and to all matters disclosed thereby. Tenanthereby acknowledges that neither the Landlord nor the Landlord’s agent has madeany representation or warranty to Tenant as to the suitability of the Premisesfor the conduct of Tenant’s business.

 

7.     TAXES.

 

(a)   Real Property Taxes.

 

Tenant shallpay all real property taxes and general assessments levied and assessed againstthe Premises during the term of this Lease.

 

If it shall beTenant’s obligation to pay such real property taxes and assessments hereunder,Landlord shall use its best efforts to cause the Premises to be separatelyassessed from other real property owned by the Landlord. If Landlord is unableto obtain such a separate assessment, the assessor’s evaluation based on thebuilding and other improvements that are a part of the Premises shall be usedto determine the real property taxes. If this evaluation is not available, theparties shall equitably allocate the property taxes between the building andother improvements that are a part of the Premises and all buildings and otherimprovements included in the tax bill. In making the allocation, the partiesshall reasonably evaluate the factors to determine the amount of the realproperty taxes so that the allocation of the building and other improvementsthat are a part of the Premises will not be less than the ratio of the totalnumber of square feet of the building and other improvements that are a part ofthe Premises bears to the total number of square feet in all buildings andother improvements included in the tax bill.

 

Real propertytaxes attributable to land in the Premises shall be determined by the ratiothat the total number of square feet in the Premises bears to the total numberof square feet of land included in the tax bill.

 

(b)   Personal Property Taxes.

 

Tenant shallpay prior to the delinquency all taxes assessed against and levied upon thetrade fixtures, furnishings, equipment and other personal property of Tenantcontained in the Premises. Tenant shall endeavor to cause such trade fixtures,furnishings and equipment and all other personal property to be assessed andbilled separately from the property of the Landlord. If any of Tenant’s saidpersonal property shall be assessed with Landlord’s property, Tenant shall payto Landlord the taxes attributable to Tenant within ten (10) days after thereceipt of a written statement from Landlord setting forth the taxes applicableto Tenant’s property.

 

8.     UTILITIES.

 

Tenant shallmake all arrangements and pay for all water, gas, heat, light, power, telephoneand other utility services supplied to the Premises together with any taxesthereon and for all connection charges. If any such services are not separatelymetered to Tenant, the Tenant shall pay a reasonable proportion, to bedetermined by Landlord, of all charges jointly metered with other Premises.

 

9.     MAINTENANCEAND REPAIRS.

 

(a)   Landlord’s Obligations.

 

Except asprovided in Article 12, and except for damage caused by any negligent orintentional act or omission of Tenant, Tenant’s agents, employees, or invitees,Landlord at its sole cost and expense shall keep in good condition and repairthe foundations, exterior walls, and exterior roof of the Premises. Landlordshall also maintain the unexposed electrical, plumbing and sewage systemsincluding, without limitation, those portions of the systems lying outside thePremises; window frames, gutters and down spouts on the building, allsidewalks, landscaping and other improvements that are a part of the Premisesor of which the Premises are a part. The Landlord shall also maintain theheating, ventilating and air-conditioning systems servicing the Premises.Landlord shall resurface and restripe the parking area on or adjacent to thePremises when necessary. Landlord shall have thirty (30) days after notice fromTenant to commence to perform its obligations under this Article 9, except thatLandlord shall perform its obligations immediately if the nature of the problempresents a hazard or emergency situation. If the Landlord does not perform itsobligations within the time limit set forth in this paragraph, Tenant canperform said obligations and shall have the right to be reimbursed for theamount that Tenant actually expends in the performance of Landlord’sobligations.  If Landlord does notreimburse Tenant within thirty (30) days after demand from Tenant, Tenant’ssold remedy shall be to institute suit against the Landlord, and Tenant shallnot have the right to withhold from future rent the sums Tenant has expended.

 

(b)   Tenant’s Obligations.

 

Subject to theprovisions of Sub-paragraph (a) above and Article 12, Tenant at Tenant’s solecost and expense shall keep in good order, condition and repair the Premisesand every part thereof including, without limitation, all Tenant’s personalproperty, fixtures, signs, store fronts, plate glass, show windows, doors,interior walls, interior ceiling, and lighting facilities.

 

If Tenant failsto perform Tenant’s obligation as stated herein, Landlord may at its option (butshall not be required to), enter the Premises, after ten (10) days, priorwritten notice to Tenant, put the same in good order, condition and repair, andthe costs thereof together with interest thereon at the rate of ten (10%)percent per annum shall become due and payable as additional rental to Landlordtogether with Tenant’s next rental installment.

 

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10.         ALTERATIONSAND ADDITIONS.

 

(a) Tenantshall not, without the Landlord’s prior written consent, make any alterations,improvements or additions in or about the Premises except for non-structuralwork which does not exceed $1,000.00 in cost. As a condition to giving any suchconsent, the Landlord may require the Tenant to remove any such alterations,improvements, or additions at the expiration of the term, and to restore the Premisesto their prior condition by giving Tenant thirty (30) days written notice priorto the expiration of the term that Landlord requires Tenant to remove any suchalterations, improvements, or additions that Tenant has made to the Premises.If Landlord so elects, Tenant at its sole cost shall restore the Premises tothe condition designated by Landlord in its election before the last day of theterm of the Lease.

 

Before commencingany work relating to the alterations, additions or improvements affecting thePremises, Tenant shall notify Landlord in writing of the expected date of thecommencement of such work so that Landlord can post and record the appropriatenotices of non-responsibility to protect Landlord from any mechanic’s liens,materialmen’s liens, or any other liens. In any event, Tenant shall pay when due all claims, for labor andmaterials furnished to or for Tenant at or for use, in the Premises.  Tenant shall not permit any mechanic’s liensor materialman’s liens to be levied against the Premises or any labor ormaterial furnished to Tenant or claimed to have been furnished to Tenant orTenant’s agents or contractors in connection with work of any characterperformed or claimed to have been performed on the Premises by or at thedirection of Tenant.  Tenant shall have theright to assess the validity of any such lien if, immediately on demand byLandlord, Tenant procures and records a lien release bond meeting therequirements of California Civil Code Section 3143 and shall provide for thepayment of any sum that the claimant may recover on the claim (together withthe costs of suit, if it is recovered in the action).

 

Unless theLandlord requires their removal as set forth above, all alterations,improvements or additions which are made on the Premises by the Tenant shallbecome the property of the Landlord and remain upon and be surrendered with thePremises at the expiration of the term. Notwithstanding the provisions of thisparagraph, Tenant’s trade fixtures, furniture, equipment and other machinery,other than that which is affixed to the Premises so that it cannot be removedwithout material or structural damage to the Premises, shall remain theproperty of the Tenant and removed by Tenant at the expiration of the term ofthis Lease.

 

11.         INSURANCEINDEMNITY.

 

(a) FireInsurance.

 

Landlord atits cost shall maintain during the term of this Lease on the Premises a policyor policies of standard fire and extended coverage insurance to the extent ofat least ninety (90%) percent of full replacement value thereof. Said insurancepolicies shall be issued in the names of Landlord and Tenant, as theirinterests may appear.

 

Tenant at itscost shall maintain during the term of this Lease on all its personal property,Tenant’s improvements, and alterations in or about the Premises, a policy ofstandard fire and extended coverage insurance, with vandalism and maliciousmischief endorsements, to the extent of their full replacement value. Theproceeds from any such policy shall be used by Tenant for the replacement ofpersonal property or the restoration of Tenant’s improvements or alterations.

 

(b) LiabilityInsurance.

 

Tenant at itssole cost and expense shall maintain during the term of this Lease publicliability and property damage insurance with a single combined liability limitof five hundred thousand ($500,000.00) dollars, and property damage limits ofnot less than one hundred thousand ($100,000.00) dollars, insuring against allliability of Tenant and its authorized representatives arising out of and inconnection with Tenant’s use of occupancy of the Premises. Both public liabilityinsurance and property damage insurance shall insure performance by Tenant ofthe indemnity provisions in Sub-paragraph (d) below, but the limits of suchinsurance shall not, however, limit the liability of Tenant hereunder. BothLandlord and Tenant shall be named as additional insureds, and the policiesshall contain cross-liability endorsements. If Tenant shall fail to procure andmaintain such insurance the Landlord may, but shall not be required to, procureand maintain same at the expense of Tenant and the cost thereof, together withinterest thereon at the rate of ten (10%) percent per annum, shall become dueand payable as additional rental to Landlord together with Tenant’s next rentalinstallment.

 

(c) Waiver ofSubrogation.

 

Tenant andLandlord each waives any and all rights of recovery against the other, oragainst the officers, employees, agents, and representatives of the other, forloss of or damage to such waiving party or its property or the property ofothers under its control, where such loss or damage is insured against underany insurance policy in force at the time of such loss or damage. Each partyshall cause each insurance policy obtained by it hereunder to provide that theinsurance company waives all right of recovery by way of subrogation againsteither party in connection with any damage covered by any such policy.

 

(d) HoldHarmless.

 

Tenant shallindemnify and hold Landlord harmless from and against any and all claimsarising from Tenant’s use or occupancy of the Premises or from the conduct ofits business or from any activity, work, or things which may be permitted orsuffered by Tenant in or about the Premises including all damage, costs,attorney’s fees, expenses and liabilities incurred in the defense of any claimor action or proceeding arising therefrom. Except for Landlord’s willful orgrossly negligent conduct, Tenant hereby assumes all risk of damage to propertyor injury to person in or about the Premises from any cause, and Tenant herebywaives all claims in respect thereof against Landlord.

 

(e) Exemptionof Landlord from Liability.

 

Except forLandlord’s willful or grossly negligent conduct, Tenant hereby agrees thatLandlord shall not be liable for any injury to Tenant’s business or loss ofincome therefrom or for damage to the goods, wares, merchandise, or otherproperty of Tenant, Tenant’s employees, invitees, customers or any other personin or about the Premises; nor shall Landlord be liable for injury to the personof Tenant. Tenant’s employees, agents, contractors, or invitees, whether suchdamage or injury is caused by or results from fire, steam, electricity, gas,water or rain, or from the breakage, leakage, obstruction or other defects ofpipes, sprinklers, wires, appliances, plumbing, air-conditioning, or lightingfixtures, or from any other cause, whether such damage results from conditionsarising upon the Premises or upon other portions of the building in which thePremises are a part, or from any other sources or places. Landlord shall not beliable to Tenant for any damages arising from any act or neglect of any othertenant, if any, of the building in which the Premises are located.

 

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12.         DAMAGEOR DESTRUCTION.

 

(a) Damage -Insured.

 

If, during theterm of this Lease, the Premises and/or the building and the improvements inwhich the Premises are located are totally or partially destroyed rendering thePremises totally or partially inaccessible or unusable and such damage ordestruction was caused by a casualty covered under an insurance policy requiredto be maintained hereunder, Landlord shall restore the Premises and/or thebuilding and other improvements in which the Premises are located intosubstantially the same condition as they were in immediately before such damageor destruction, provided that the restoration can be made under the existinglaws and can be completed within one hundred twenty (120) working days afterthe date of such destruction or damage. Such destruction or damage shall not terminatethis Lease.

 

If therestoration cannot be made in said 120 day period, then within fifteen (15)days after the parties hereto determine that the restoration cannot be made inthe time stated in this paragraph, Tenant may terminate this Lease immediatelyby giving notice to Landlord and the Lease will be deemed cancelled as of thedate of such damage or destruction. If Tenant fails to terminate this Lease andthe restoration is permitted under the existing laws, Landlord, at its option,may terminate this Lease or restore the Premises and/or any other improvementsin which the Premises are located within a reasonable time and this Lease shallcontinue in full force and effect. If the existing laws do not permit therestoration, either party can terminate this Lease immediately by giving noticeto the other party.

 

Notwithstandingthe above, if the Tenant is the insuring party and if the insurance proceedsreceived by Landlord are not sufficient to effect such repair, Landlord shallgive notice to Tenant of the amount required in addition to the insuranceproceeds to effect such repair. Tenant may, at Tenant’s option, contribute therequired amount, but upon failure to do so within thirty (30) days followingsuch notice, Landlord’s sole remedy shall be, at Landlord’s option and with noliability to Tenant, to cancel and terminate this Lease. If Tenant shallcontribute such amount to Landlord within said thirty (30) day period, Landlordshall make such repairs as soon as reasonably possible and this Lease shallcontinue in full force and effect.  Tenant shall in no event have any right toreimbursement for any amount so contributed.

 

(b) Damage -Uninsured.

 

In the eventthat the Premises are damaged or destroyed by a casualty which is not covered bythe fire and extended coverage insurance which is required to be carried by theparty designated in Article 11(a) above, then Landlord shall restore the same;provided that if the damage or destruction is to an extent greater than ten(10%) percent of the then replacement cost of the improvements on the Premises (exclusiveof Tenant’s trade fixtures and equipment and exclusive of foundations andfootings), then Landlord may elect not to restore and to terminate this Lease.Landlord must give to Tenant written notice of its intention not to restorewithin thirty (30) days from the date of such damage or destruction and, if notgiven, Landlord shall be deemed to have elected to restore and in such eventshall repair any damage as soon as reasonably possible. In the event thatLandlord elects to give such notice of Landlord’s intention to cancel andterminate this Lease, Tenant shall have the right, within ten (10) days afterreceipt of such notice, to give written notice to Landlord of Tenant’sintention to repair such damage at Tenant’s expense, without reimbursement fromLandlord, in which event the Lease shall continue in full force and effect andTenant shall proceed to make such repairs as soon as reasonably possible. Ifthe Tenant does not give such notice within such 10 day period, this Leaseshall be cancelled and be deemed terminated as of the date of the occurrence ofsuch damage or destruction.

 

(c) DamageNear the End of the Term.

 

If thePremises are totally or partially destroyed or damaged during the last twelve(12) months of the term of this Lease, Landlord may, at Landlord’s option,cancel and terminate this Lease as of the date of the cause of such damage bygiving written notice to Tenant of Landlord’s election to do so within 30 daysafter the date of the occurrence of such damage; provided, however, that, ifthe damage or destruction occurs within the last 12 months of the term and ifwithin fifteen (15) days after the date of such damage or destruction Tenantexercises any option to extend the term provided herein, Landlord shall restorethe Premises if obligated to do so as provided in subparagraph (a) or (b)above.

 

(d) Abatementof Rent.

 

If thePremises are partially or totally destroyed or damaged and Landlord or Tenant repairsor restores them pursuant to the provisions of this Article 12, the rentpayable hereunder for the period during which such damage, repair orrestoration continues shall be abated in proportion to the degree to whichTenant’s reasonable use of the Premises is impaired. Except for the abatementof rent, if any, Tenant shall have no claim against Landlord for any damagessuffered by reason of any such damage, destruction, repair or restoration.

 

(e) TradeFixtures and Equipment.

 

If Landlord isrequired or elects to restore the Premises as provided in this Article,Landlord shall not be required to restore Tenant’s improvements, tradefixtures, equipment or alterations made by Tenant, such excluded items beingthe sole responsibility of the Tenant to restore hereunder.

 

(f) TotalDestruction-Multitenant Building.

 

If thePremises are a part of a multitenant building and there is destruction to thePremises and/or the building of which the Premises are a part that exceedsFifty (50%) percent of the then replacement value of the Premises and/or thebuilding in which the Premises are a part from any cause whether or not coveredby the insurance described in Article 11 above, Landlord may, at its option, electto terminate this Lease (whether or not the Premises are destroyed) so long asLandlord terminates the leases of all other tenants in the building of whichthe Premises are a part, effective as of the date of such damage ordestruction.

 

13.         CONDEMNATION.

 

If thePremises or any portion thereof are taken by the power of eminent domain, orsold by Landlord under the threat of exercise of said power (all of which isherein referred to as “condemnation”), this Lease shall terminate as to thepart so taken as of the date the condemning authority takes title orpossession, whichever occurs first. If more than twenty (20%) percent of thefloor area of any buildings on the Premises, or more than twenty (20%) percentof the land area of the Premises not covered with buildings, is taken bycondemnation, either Landlord or Tenant may terminate this Lease as of the datethe condemning authority takes possession by notice in writing of such electionwithin twenty (20) days after

 

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Landlord shall have notified Tenant of such taking or, in the absenceof such notice, then within twenty (20) days after the condemning authorityshall have taken possession.

 

If this Lease is not terminated by either Landlord or Tenant asprovided hereinabove, then it shall remain in full force and effect as to theportion of the Premises remaining, provided that the rental shall be reduced inproportion to the floor area of the buildings taken within the Premises as itbears to the total floor area of all buildings located on the Premises.  In the event this Lease is not so terminated,then Landlord agrees at Landlord’s sole cost and expense, to as soon asreasonably possible restore the Premises to a complete unit of like quality andcharacter as existed prior to the condemnation.

 

All awards for the taking of any part of the Premises or any paymentmade under the threat of the exercise of the power of eminent domain shall bethe property of the Landlord, whether made as compensation for the diminutionof the value of the leasehold or for the taking of the fee or as severancedamages; provided, however, that Tenant shall be entitled to any award for lossor damage to Tenant’s trade fixtures and removable personal property.

 

Each party hereby waives the provisions of Code of Civil Procedure1265.130 allowing either party to petition the Superior Court to terminate thisLease in the event of a partial taking of the Premises.

 

Rent shall be abated or reduced during the period from the date oftaking until the completion of restoration by Landlord, but all other obligationsof Tenant under this Lease shall remain in full force and effect.  The abatement or reduction of the rent shallbe based on the extent to which the restoration interferes with Tenant’s use ofthe Premises.

 

14.         ASSIGNMENT AND SUBLETTING.

 

Tenant shall not voluntarily or by operation of law assign, transfer,sublet, mortgage, or otherwise transfer or encumber all or any part of Tenant’sinterest in this Lease or in the Premises without Landlord’s prior writtenconsent which consent shall not be unreasonably withheld.  Any attempted assignment, transfer, mortgage,encumbrance, or subletting without such consent shall be void and shallconstitute a breach of this Lease.  IfTenant is a corporation, any dissolution, merger, consolidation or otherreorganization of Tenant, or the sale or other transfer of a controllingpercentage of the capital stock of Tenant, or the sale of at least fifty-one(51%) percent of the value of the assets of Tenant, shall be deemed a voluntaryassignment.  The phrase “controllingpercentage” means the ownership of, and the right to vote, stock possessing atleast fifty-one (51%) percent of the total combined voting power of all classesof Tenant’s capital stock issued, outstanding, and entitled to vote for theelection of directors.  This paragraphshall not apply to corporations the stock of which is traded through anexchange or over the counter.

 

Regardless of Landlord’s consent, no subletting or assignment shallrelease Tenant or Tenant’s obligation to pay the rent and to perform all otherobligations to be performed by Tenant hereunder for the term of thisLease.  The acceptance of rent byLandlord from any other person shall not be deemed a waiver by Landlord of anyprovision hereof.  Consent to oneassignment or subletting shall not be deemed consent to any subsequentassignment or subletting.

 

15.         DEFAULT.

 

(a)          Events of Default.

 

The occurrence of any one or more of the following events shallconstitute a default and breach of this Lease by Tenant:

 

(1) Failure to pay rent when due, if the failure continues for five (5)days after written notice has been given to Tenant.

 

(2) Abandonment and vacation of the Premises (failure to occupy thePremises for fourteen (14) consecutive days shall be deemed an abandonment andvacation).

 

(3) Failure to perform any other provision of this Lease if the failureto perform is not cured within thirty (30) days after written notice thereofhas been given to Tenant by Landlord.  Ifthe default cannot reasonably be cured within said thirty (30) day period;Tenant shall not be in default under this Lease if Tenant commences to cure thedefault within the thirty (30) day period and diligently prosecutes the same tocompletion. 

 

(4) The making by Tenant of any general assignment, or general arrangementfor the benefit of creditors; the filing by or against Tenant of a petition tohave Tenant adjudged a bankrupt or a petition for reorganization or arrangementunder any law relating to bankruptcy unless the same is dismissed within sixty(60) days; the appointment of a trustee or receiver to take possession ofsubstantially all of Tenant’s assets located at the Premises or of Tenant’sinterest in the Lease, where possession is not restored to Tenant within thirty(30) days; or the attachment, execution or other judicial seizure ofsubstantially all of Tenant’s assets located at the Premises or of Tenant’sinterest in the Lease, where such seizure is not discharged within thirty (30)days.

 

Notices given under this paragraph shall specify the alleged defaultand the applicable lease provisions, and shall demand that Tenant perform theprovisions of this Lease or pay the rent that is in arrears as the case may be,within the applicable period of time.  Nosuch notice shall be deemed a forfeiture or a termination of this Lease unlessLandlord so elects in the notice. 

 

(b)         Landlord’s Remedies.

 

The Landlord shall have the following remedies if Tenant commits adefault under this Lease.  These remediesare not exclusive but are cumulative and in addition to any remedies now orhereafter allowed by law.

 

Landlord can continue this Lease in full force and effect, and theLease will continue in affect so long as Landlord does not terminate Tenant’sright to possession, and the Landlord shall have the right to collect rent whendue.  During the period that Tenant is indefault, Landlord can enter the Premises and relet them, or any part of them,to third parties for Tenant’s account. Tenant shall be liable immediately to the Landlord for all costs theLandlord incurs in reletting the Premises, including, without limitation,brokers’ commissions, expenses of remodeling the Premises required by thereletting, and like costs.  Reletting canbe for a period shorter or longer than the remaining term of this Lease. Tenantshall pay to Landlord the rent due under this Lease on the dates the rent isdue, less the rent Landlord receives from any reletting.  No act by Landlord allowed by this paragraphshall terminate this Lease unless Landlord notifies Tenant that Landlord electsto terminate this Lease. After Tenant’s default and for so long as Landlord hasnot terminated Tenant’s right to possession of the Premises, if Tenant obtainsLandlord’s consent, Tenant shall have the right to assume or sublet itsinterest in the Lease, but Tenant shall not be released from liability.  Landlord’s consent to the proposed assignmentor subletting shall not be unreasonably withheld.

 

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If Landlord elects to relet the Premises as provided in this paragraph,any rent that Landlord receives from such reletting shall apply first to thepayment of any indebtedness from Tenant to Landlord other than the rent duefrom Tenant to Landlord; secondly, to all costs, including maintenance,incurred by Landlord in such reletting; and third, to any rent due and unpaidunder this Lease.  After deducting thepayments referred to in this paragraph, any sum remaining from the rentLandlord receives from such reletting shall be held by Landlord and applied inpayment of future rent as rent becomes due under this Lease.  In no event shall tenant be entitled to anyexcess rent received by Landlord.  If, onthe date rent is due under this Lease, the rent received from the reletting isless than the rent due on that date. Tenant shall pay to Landlord, in addition to the remaining rent due, allcosts, including maintenance, that Landlord shall have incurred in relettingthat remain after applying the rent received from reletting as provided in thisparagraph.

 

Landlord can, at its option, terminate Tenant’s right to possession ofthe Premises at any time.  No act byLandlord other than giving written notice to Tenant shall terminate thisLease.  Acts of maintenance, efforts torelet the Premises, or the appointment of a receiver on Landlord’s initiativeto protect Landlord’s interest in this Lease shall not constitute a terminationof Tenant’s right to possession.  In theevent of such termination, Landlord has the right to recover from Tenant:

 

(1)   The worth, at the time of theaward, of the unpaid rent that had been earned at the time of the terminationof this Lease;

 

(2)   The worth, at the time of theaward, of the amount by which the unpaid rent that would have been earned afterthe date of the termination of this Lease until the time of the award exceedsthe amount of the loss of rent that Tenant proves could have been reasonablyavoided;

 

(3)   The worth, at the time of theaward, of the amount by which the unpaid rent for the balance of the term afterthe time of the award exceeds the amount of the loss of rent that Tenant provescould have been reasonably avoided; and

 

(4)   Any other amount, includingcourt costs, necessary to compensate Landlord for all detriment proximatelycaused by Tenant’s default.

 

“The worth at the time of the award,” as used in (1) and (2) of thisparagraph is to be computed by allowing interest at the maximum rate anindividual is permitted by law to charge. “The worth at the time of the award,” as referred to in (3) of thisparagraph is to be computed by discounting the amount at the discount rate ofthe Federal Reserve Bank of San Francisco at the time of the award, plus one(1%) percent.

 

If Tenant is in default under the terms of this Lease, Landlord shallhave the additional right to have a receiver appointed to collect rent andconduct Tenant’s business.  Neither thefiling of a petition for the appointment of a receiver nor the appointmentitself shall constitute an election by Landlord to terminate this Lease.

 

Landlord at any time after Tenant commits a default, can cure thedefault at Tenant’s cost and expense.  IfLandlord at any time, by reason of Tenant’s default, pays any sum or does anyact that requires the payment of any sum, the sum paid by Landlord shall be dueimmediately from Tenant to Landlord at the time the sum is paid, and if paid ata later date shall bear interest at the maximum rate an individual is permittedby law to charge from the date the sum is paid by Landlord until Landlord isreimbursed by Tenant.  The sum, togetherwith interest thereon, shall be considered additional rent.

 

16.         SIGNS.

 

Tenant shall not have the right to place, construct or maintain anysign, advertisement, awning, banner, or other exterior decorations on thebuilding or other improvements that are a part of the Premises without Landlord’sprior, written consent, which consent shall not be unreasonably withheld.

 

17.         EARLY POSSESSION.

 

In the event that the Landlord shall permit Tenant to occupy thePremises prior to the commencement date of the term of this Lease, suchoccupancy shall be subject to all the provisions of this Lease.  Said early possession shall not advance thetermination date of this Lease.

 

18.         SUBORDINATION.

 

This Lease, at Landlord’s option, shall be subordinate to any groundlease, mortgage, deed of trust, or any other hypothecation for security now orhereafter placed upon the real property of which the Premises are a part and toany and all advances made on the security thereof and to all renewal,modifications, and extensions thereof. Notwithstanding any such subordination,Tenant’s right to quiet possession of the Premises shall not be disturbed ifTenant is not in default and so long as Tenant shall pay the rent and observeand perform all the other provisions of this Lease, unless this Lease isotherwise terminated pursuant to its terms. If any mortgagee, trustee, or ground lessor shall elect to have thisLease prior to the lien of its mortgage or deed of trust or ground lease, andshall give written notice thereof to Tenant, this Lease shall be deemed priorto such mortgage, deed of trust or ground lease, whether this Lease is datedprior to or subsequent to the date of such mortgage, deed of trust or groundlease, or the date of recording thereof. Tenant agrees to execute any documents requiring to effect suchsubordination or to make this Lease prior to the lien of any mortgage, deed oftrust, or ground lease, as the case may be, and failing to do so within ten(10) days after written demand from Landlord does hereby make, constitute andirrevocably appoint Landlord as Tenant’s attorney in fact and in Tenant’s name,place and stead to do so.

 

19.         SURRENDER.

 

On the last day of the term hereof, or on any sooner termination,Tenant shall surrender the Premises to Landlord in good condition, broom clean,ordinary wear and tear accepted.  Tenantshall repair any damage to the Premises occasioned by its use thereof, or bythe removal of Tenant’s trade fixtures, furnishings and equipment which repairshall include the patching and filling of holes and repair of structuraldamage.  Tenant shall remove all of itspersonal property and fixtures on the Premises prior to the expiration of theterm of this Lease and if required by Landlord pursuant to Article 10(a) above,any alterations, improvements or additions made by Tenant to the Premises.  If Tenant fails to surrender the Premises toLandlord on the expiration of the Lease as required by this paragraph, Tenantshall hold Landlord harmless from all damages resulting from Tenant’s failureto vacate the Premises, including, without limitation, claims made by anysucceeding tenant resulting from Tenant’s failure to surrender the Premises.

 

20.         HOLDING OVER.

 

If the Tenant, with the Landlord’s consent, remains in possession of thePremises after the expiration or termination of the term of this Lease, suchpossession by Tenant shall be deemed to be a tenancy from month-to-month at arental in the amount of the last monthly rental plus all other charges payablehereunder, upon all the provisions of this Lease applicable to month-to-monthtenancy.

 

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21.         BINDING ON SUCCESSORS AND ASSIGNS.

 

The terms, conditions andcovenants of this Lease shall be binding upon and shall inure to the benefit ofeach of the parties hereto, their heirs, personal representatives, successorsand assigns.

 

22.         NOTICES.

 

Whenever under this Lease aprovision is made for any demand, notice or declaration of any kind, it shallbe in writing and served either personally or sent by registered or certifiedUnited States mail, postage prepaid, addressed at the addresses set forth below:

 
| TO  LANDLORD AT:            | Microwave  Holdings, LLC |                 | TENANT  AT: | AML  Communications, Inc. |
|-----------------------------|--------------------------|----------------------|-------------|---------------------------|
| 3350  Scott Blvd., Bldg: 25 |                     | 1000  Avenida Acaso  |
| Santa  Clara, CA 95054      |                     | Camarillo,  CA 93012 |

 

Suchnotices shall be deemed to be received within forty-eight (48) hours from thetime of mailing, if mailed as provided for in this paragraph.

 

23.         LANDLORD’SRIGHT TO INSPECTION.

 

Landlordand Landlord’s agent shall have the right to enter the Premises at reasonabletimes for the purpose of inspecting same, showing the same to prospectivepurchasers or lenders, and making such alterations, repairs, improvements oradditions to the Premises or to the building of which the Premises are a partas Landlord may deem necessary or desirable. Landlord may at any time place on or about the Premises any ordinary “ForSale” signs and Landlord may at any time during the last one hundred twenty(120) days of the term of this Lease place on or about the Premises anyordinary “For Sale or Lease” signs, all without rebate of rent or liability toTenant.

 

24.         CHOICE OF LAW.

 

ThisLease shall be governed by the laws of the state where the Premises arelocated.

 

25.         ATTORNEY’SFEES.

 

Ifeither Landlord or Tenant becomes a party to any litigation or arbitrationconcerning this Lease, the Premises, or the building or other improvements inwhich the Premises are located, by reason of any act or omission of the otherparty or its authorized representatives, and not by reason of any act oromission of the party that becomes a party to that litigation or any act oromission of its authorized representatives, the party that causes the otherparty to become involved in the litigation shall be liable to that party forreasonable attorney’s fees and court costs incurred by it in the litigation.

 

Ifeither party commences an action against the other party arising out of or inconnection with this Lease, the prevailing party shall be entitled to have andrecover from the losing party reasonable attorney’s fees and costs of suit.

 

26.         LANDLORD’SLIABILITY.

 

Theterm “Landlord” as used in this Lease shall mean only the owner or owners atthe time in question of the fee title or a Lessee’s interest in a ground leaseof the Premises, and in the event of any transfer of such title or interest,Landlord herein named (and in case of any subsequent transfers to the thensuccessor) shall be relieved from and after the date of such transfer of allliability in respect to Landlord’s obligations thereafter to be performed.  The obligations contained in this Lease to beperformed by Landlord shall be binding upon the Landlord’s successors andassigns, only during their respective periods of ownership.

 

27.         WAIVERS.

 

Nowaiver by Landlord of any provision hereof shall be deemed a waiver of anyother provision hereof or of any subsequent breach by Tenant of the same or anyother provision. Landlord’s consent to or approval of any act shall not bedeemed to render unnecessary the obtaining of Landlord’s consent to or approvalof any subsequent act by Tenant.  Theacceptance of rent hereunder by Landlord shall not be a waiver of any precedingbreach by Tenant of any provision hereof, other than the failure of Tenant topay the particular rent so accepted, regardless of Landlord’s knowledge of suchpreceding breach at the time of its acceptance of such rent.

 

28.         INCORPORATIONOF PRIOR AGREEMENTS.

 

ThisLease contains all agreements of the parties with respect to any mattermentioned herein.  No prior agreement orunderstanding pertaining to any such matter shall be effective.  This Lease may be modified only in writing,and signed by the parties in interest at the time of such modification.

 

29.         TIME.

 

Timeis of the essence of this Lease.

 

30.         SEVERABILITY.

 

Theunenforceability, invalidity, or illegality of any provision of this Leaseshall not render the other provisions hereof unenforceable, invalid or illegal.

 

31.         ESTOPPELCERTIFICATES.

 

Eachparty, within ten (10) days after notice from the other party, shall executeand deliver to the other party a certificate stating that this Lease isunmodified and in full force and effect, or in full force and effect asmodified, and stating the modification. The certificate shall also state the amount of minimum monthly rent, thedates to which rent has been paid in advance, and the amount of any securitydeposit or prepaid rent, if any, as well as acknowledging that there are not,to that party’s knowledge, any uncured defaults on the part of the other party,or specifying such defaults, if any, which are claimed. Failure to deliver sucha certificate within the ten (10) day period shall be conclusive

 

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uponthe party failing to deliver the certificate to the benefit of the partyrequesting the certificate that this Lease is in full force and effect, thatthere are no uncured defaults hereunder, and has not been modified except asmay be represented by the party requesting the certificate.

 

32.         COVENANTSAND CONDITIONS.

 

Eachprovision of this Lease performable by Tenant shall be deemed both a covenantand a condition.

 

33.         SINGULARAND PLURAL.

 

Whenrequired by the context of this Lease, the singular shall indicate the plural.

 

34.         JOINTAND SEVERAL OBLIGATIONS.

 

“Party”shall mean Landlord and Tenant; and if more than one person or entity is theLandlord or Tenant, the obligations imposed on that party shall be joint andseveral.

 

35.         OPTIONTO EXTEND.

 

Providedthat Tenant shall not then be in default hereunder, Tenant shall have theoption to extend the term of this Lease for 1 additional 1 year periods uponthe same terms and conditions herein contained, except for fixed minimummonthly rentals, upon delivery by Tenant to Landlord of written notice of itselection to exercise such option(s) at lease ninety (90) days prior to theexpiration of the original (or extended) term hereof.  The parties hereto shall have thirty (30)days after the Landlord receives the option notice in which to agree on theminimum monthly rental during the extended term(s).  If the parties agree on the minimum monthlyrent for the extended term(s) during the period, they shall immediately executean amendment to this Lease stating the minimum monthly rent.  In the event that there is more than oneoption to extend the term of this Lease, the parties hereto shall negotiate theminimum monthly rent as set forth herein for each extended term of this Lease.  If the parties hereto are unable to agree onthe minimum monthly rent for the extended term(s) within said thirty (30) dayperiod, the option notice shall be of no effect and this Lease shall expire atthe end of the term.  Neither party tothis Lease shall have the right to have a court or other third party set theminimum monthly rent.

 

36.         ADDENDUM.

 

Anyaddendum attached hereto and either signed or initialled by the parties shallbe deemed a part hereof and shall supersede any conflicting terms or provisionscontained in this Lease.

 

Theparties hereto have executed this Lease on the date first above written.

 
| LANDLORD: | TENANT:                              |
|-----------|--------------------------------------|
|      |                                 |
| By:       |   Microwave  Holdings, LLC |   | By: |    AML  Communications, Inc |   |
|      |                                 |   |   |   |
| By:       |   /s/  Marina Bujatti      |   | By: |    /s/  Jacob Inbar |   |

 

NOTICE:  TheCalifornia Department of Justice, sheriff’s departments, police departmentsserving jurisdictions of 200,000 or more and many other local law enforcementauthorities maintain for public access a data base of the locations of personsrequired to register pursuant to paragraph (1) of subdivision (a) of Section 290.4of the Penal Code.  The data base isupdated on a quarterly basis and is a source of information about the presenceof these individuals in any neighborhood. The Department of Justice also maintains a Sex Offender IdentificationLine through which inquiries about individuals may be made.  This is a “900” telephone service.  Callers must have specific information aboutindividuals they are checking. Information regarding neighborhoods is not available through the “900”telephone service.

 

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