Exhibit 10.1


 





BUSINESS LOAN AGREEMENT


 


	Borrower:	
        Applied Optoelectronics,
        Inc.

        13115 Jess Pirtle Blvd

        Sugar Land, TX 77478
	Lender:	
        East West Bank

        Loan Servicing Department

        9300 Flair Drive, 6th Floor

        El Monte, CA 91731



 


THIS BUSINESS
LOAN AGREEMENT dated July 31, 2014, is made and executed between Applied Optoelectronics, Inc. ("Borrower") and
East West Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender
or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending
any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the
granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion;
and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM. This
Agreement shall be effective as of July 31, 2014, and shall continue in full force and effect until such time as all of
Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and
other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


ADVANCE AUTHORITY.
The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender
receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Chih-Hsiang (Thompson)
Lin, President & CEO of Applied Optoelectronics, Inc.


 


CONDITIONS PRECEDENT
TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security
Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for
the Loan; all in form and substance satisfactory to Lender and Lender's counsel.


 


Borrower's
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have
provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable
as specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document
or certificate delivered to Lender under this Agreement are true and correct.


 


No Event of Default. There shall not exist
at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states
in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state
in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation
in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition.
Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged
or presently proposes to engage. Borrower maintains an office at 13115 Jess Pirtle Blvd, Sugar Land, TX 77478. Unless Borrower
has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including
its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of
organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and
effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees
of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names
used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower
does business: AOI.


 






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Authorization.
Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized
by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any
provision of (a) Borrower's articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding
upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties.


 


Financial
Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial
condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent
to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except
as disclosed in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when
delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their
respective terms.


 


Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good
title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or
financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower
has not used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous
Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the
event Borrower becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify, defend, and
hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer as a consequence of any use, generation, manufacture, storage, disposal, release or threatened
release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation
to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this
Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or
otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial
condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged
by Lender in writing.


 


Taxes.
To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have
been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or
to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security
Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or
indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's
Security Interests and rights in and to such Collateral.


 


Binding Effect. This Agreement, the Note, all Security Agreements
(if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and
assigns, and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE COVENANTS.
Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition,
and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting
Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any
Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine
and audit Borrower's books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Additional
Requirements. Borrower understands and agrees that while this Agreement is in effect, Borrower will maintain a financial condition
indicated by the following statements at all times, unless otherwise noted:


 


Interim
Statements. As soon as available, but in no event later than forty five (45) days after the end of each quarter, Borrower
shall provide Lender with balance sheet, income and expense statements, reconciliation of net worth and statement of cash flows,
with notes thereto for the period ended, prepared by Borrower.


 






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Annual Statements. As soon as available, but in no
event later than ninety (90) days after the end of each fiscal year, Borrower shall provide Lender with Borrower's balance
sheet, income and expense statements, reconciliation of net worth and statement of cash flows, with notes thereto for the year
ended, audited by a certified public accountant satisfactory to Lender.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent
basis, and certified by Borrower as being true and correct.


 


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Financial
Covenants and Ratios. Comply with the following covenants and ratios:


 


Additional
Requirements. Borrower understands and agrees that while this Agreement is in effect, Borrower will maintain a financial condition
indicated by the following ratios at all times, unless otherwise noted:


 


Annual
EBITDA (to be measured quarterly on a rolling-4-quarter basis). Maintain a minimum annual EBITDA (defined as annual earnings
before interest, tax, depreciation, amortization, stock option expense and other non-cash expenses as agreed on a consolidated
basis) of not less than $3,500,000.00 for reporting period ending 6/30/14 and 9/30/14, $5,500,000.00 for reporting
period ending 12/31/14 to 12/31/15, covenant levels for reporting period ending 3/31/16 and thereafter are to be reset annually
based on Board-approved projection.


 


Adjusted
Current Ratio (to be measured quarterly). Maintain a minimum Adjusted Current Ratio (defined as current assets divided
by the sum of current liabilities and long-term portion of Revolving Line of Credit loan outstanding) of not less than 1.35
to 1.


 


Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph
shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower
as being true and correct.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect
to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower,
upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory
to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written
notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not
be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering
assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's
loss payable or other endorsements as Lender may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as
Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured;
(3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance
has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request
of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine,
as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower
and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by
Lender in writing.


 


Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment,
tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings,
and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax,
charge, levy, lien, or claim in accordance with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related
Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in
writing of any default in connection with any agreement.


 






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Operations.
Maintain a similar level of executive and management personnel , as defined by Section 16(a) of the Securities Exchange Act
of 1934, with substantially the same qualifications and experience as the present executive and management personnel; provide
written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and
prudent manner. This provision does not prohibit Borrower from eliminating executive management positions which the Borrower no
longer deems necessary for the operation of the business.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the
Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law,
ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has
notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are
not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to
protect Lender's interest.


 


Inspection.
Permit employees or agents of Lender, upon reasonable prior notice, from time to time during Borrower’s regular business
hours but no more than once per year (unless an Event of Default has occurred and is continuing), to inspect any and all Collateral
for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make
copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and computer software programs for the generation of such records) in
the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such
records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense.


 


Compliance
Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's
chief executive officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set
forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of
the certificate, no Event of Default exists under this Agreement.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to
exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party,
on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state
or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof
a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality
concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity
whether or not there is damage to the environment and/or other natural resources.


 


Additional Assurances. Make, execute and
deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments,
documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect
all Security Interests.


 


LENDER'S EXPENDITURES.
If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails
to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge
or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on
Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited
to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or
paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option,
will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment
payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or
(C) be treated as a balloon payment which will be due and payable at the Note's maturity.


 


NEGATIVE COVENANTS.
Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by
this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens),
or (3) sell with recourse any of Borrower's accounts, except to Lender.


 






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Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged,
(2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer
or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends
payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred
and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined
in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time
to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy
their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation
because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter
or amend Borrower's capital structure.


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity (provided
that Borrower may make arms-length loans or advances to or investments in subsidiaries in the ordinary course of business if the
making of such loan, advance or investment does not create an Event of Default under this Agreement), (2) purchase, create or
acquire any interest in any other enterprise or entity except the
following: (i) the target company is in the same or similar line of business as Borrower, (ii) the acquisition shall be completed
on a non-hostile basis, (iii) the aggregate amount of all permitted acquisitions does not exceed $7,000,000 per fiscal year, (iv)
Borrower shall provide the Lender with proforma financial statements giving effect to the acquisition which demonstrate continued
pro forma compliance with the financial covenants after giving effect to such acquisition, (v) the Borrower or a wholly-owned
domestic Subsidiary is the surviving entity, and (vi) the acquisition would not otherwise result in an Event of Default, or (3)
incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements. Enter into
any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under
this Agreement or in connection herewith.


 


CESSATION OF ADVANCES. If Lender
has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have
no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms
of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower
or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify
or revoke such Guarantor's guaranty of the Loan or any other loan with Lender.


 


RIGHT OF SETOFF.
To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff
would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts
to allow Lender to protect Lender's charge and setoff rights provided in this paragraph.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's
or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under
this Agreement or any of the Related Documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of
a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure
of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 






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Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Change
in Control. Any transaction in which any “person” or “group” (within the meaning of Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding
of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group”
to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction.


 


Adverse
Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of the Loan is impaired.


 


Right to Cure. If any default, other than a default on Indebtedness, is curable and
if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12)
months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower or Grantor,
as the case may be, demanding cure of such default: (1) cure the default within thirty (30) days; or (2) if the cure requires
more than thirty (30) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure
the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.


 


EFFECT OF AN
EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will
terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness
immediately will become due and payable, only after Borrower has exhausted all remedies under its Right to Cure section as referenced
above, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such
acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related
Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower
or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.


 


CHOICE OF VENUE.
If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County,
State of California.


 


ELECTRONIC INSTRUCTIONS.
Borrower desires to apply for Advances and instruct Lender regarding all other aspects of the Loan electronically, including
but not limited to by electronic mail, internet, telex, telefax, facsimile and/or telecopy.  Borrower agrees that Lender
may act in accordance with electronically transmitted applications and instructions ("Electronic Instructions") subject
to the following provisions: 1) Borrower's Electronic Instructions must be sent to Lender electronically only by means of such
services and in such format(s) as may be approved from time to time by Lender in its sole discretion; 2)  Borrower will provide
to Lender, in writing and duly signed by Borrower, any reasonable security or verification procedures, and Lender may require
additional security or verification procedures in its sole discretion; 3)  Borrower hereby authorizes and instructs Lender
to take all actions requested in any and all Electronic Instructions and agrees that each such Electronic Instruction will be
deemed an original and, if sent in lieu of manually signed instructions, will be deemed to incorporate all of the terms and provisions
of the Lender's standard form or format, if any, for such instructions; 4) Borrower recognizes and agrees that it will be obligated
for any loan advance request and/or instruction pursuant to Electronic Instructions to the same extent as if such advance request
and/or instruction were provided pursuant to Lender's standard form or Lender approved format(s) manually signed by Borrower;
5)  Borrower agrees to indemnify and hold harmless Lender, its officers, directors, employees and affiliates against any
and all liability, loss, cost, damages, attorneys' fees and other expenses which Lender may incur in reliance upon and pursuant
to any and all of the Electronic Instructions received by Lender and purported to be sent by Borrower;  6) Lender is not
responsible for checking electronic communications devices on a regular basis, and Borrower will make arrangements to assure Electronic
Instructions have been sent to a current employee of Lender, and the employee of Lender has received and read the Electronic Instructions;
7) Lender is not responsible for delays, errors or omissions resulting from malfunction of electronic communications devices or
from other conditions beyond the control of Lender; and 8) Lender is not responsible for misuse of or wrongful access to electronic
communications devices by Borrower's representatives and employees nor for any delay in acting on Electronic Instructions caused
by Electronic Instructions which Lender deems to be uncertain or unclear or incomplete.


 






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DEPOSIT RELATIONSHIP.
While this Agreement is in effect, Borrower shall maintain its main operating account with Lender.


 


COLLATERAL AUDIT.
In the event that average daily usage of the loan exceeds $5,000,000.00 in one fiscal quarter, a collateral audit shall be
scheduled immediately after such quarter end, and annually thereafter.


 


LOAN ADVANCE.
Loan advance is capped at the lesser of  (i) $5,000,000, or (ii) 100% of the invoice amount of equipment purchased no
earlier than 1/1/14 but no later than the end of draw-down period (i.e. invoices dated from 1/1/14 to 1/31/15 are eligible). Soft
costs such as freight, taxes, installations are eligible and are to be capped at $500,000 in aggregate. Borrower is to present
invoices and/or proofs of payment prior to advances. Invoices from Borrower’s US operations and Taiwan operations are eligible.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys'
Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees
and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else
to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include
Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the
court.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation
whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower
or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect
to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of
any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will
be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation
agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim
that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees
that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency
of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may
enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender
in the State of California.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver
of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior
waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a
waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever
the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld
in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise
provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice
given to all Borrowers.


 






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Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to
any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance.
If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including
without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall not
include Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement
be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents
shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior
written consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all
representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered
by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation
made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to
Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each
Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full,
or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


Waive
Jury. To the extent permitted by applicable law, all parties to this Agreement hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by any party against any other party.


 


Judicial
Reference. If the waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes
or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected
by the parties or, if they cannot agree, then any party may seek to have a private judge appointed in accordance with California
Code of Civil Procedure §§ 638 and 640 (or pursuant to comparable provisions of federal law if the dispute falls within
the exclusive jurisdiction of the federal courts). The reference proceedings shall be conducted pursuant to and in accordance
with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have
the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing
preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential
and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional
relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply
to the Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before
a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall
be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings.
The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in
the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to
decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant
to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time
to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine
all issues relating to the applicability, interpretation, and enforceability of this paragraph.


 


The
parties agree that time is of the essence in conducting the referenced proceedings. The parties shall promptly and diligently
cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution
of the dispute or controversy in accordance with the terms hereof. The costs shall be borne equally by the parties.


 






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Oral Agreements
Not Effective. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with
respect to the subject matter hereof and shall remain in full force and effect in accordance with its terms and conditions. 
Moreover, any subsequent oral statements, negotiations, agreements or understandings of the parties shall not be effective against
Lender unless (i) expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of
Lender on such terms and conditions as such committee shall deem necessary or appropriate in the committee’s sole and absolute
opinion and judgment and (iii) executed by an authorized officer of Lender.  Borrower shall not rely or act on any oral statements,
negotiations, agreements or understandings between the parties at anytime whatsoever, including before or during any Lender approval
process stated above.  Borrower acknowledges and agrees that Borrower shall be responsible for its own actions, including
any detrimental reliance on any oral statements, negotiations, agreements or understandings between the parties and that Lender
shall not be liable for any possible claims, counterclaims, demands, actions, causes of action, damages, costs, expenses and liability
whatsoever, known or unknown, anticipated or unanticipated, suspected or unsuspected, at law or in equity, originating in whole
or in part in connection with any oral statements, negotiations, agreements or understandings between the parties which the Borrower
may now or hereafter claim against the Lender.  Neither this Agreement nor any other Related Document, nor any terms hereof
or thereof may be amended, supplemented or modified except in accordance with the provisions of this section.  Lender may
from time to time, (a) enter into with Borrower written amendments, supplements or modifications hereto and to the Related Documents
or (b) waive, on such terms and conditions as Lender may specify in such instrument, any of the requirements of this Agreement
or the Related Documents or any Event Default and its consequences, if, but only if, such amendment, supplement, modification
or waiver is (i) expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of
Lender on such terms and conditions as such committee shall deem necessary or appropriate in the committee’s sole and absolute
opinion and judgment and (iii) executed by an authorized officer of Lender.  Then such amendment, supplement, modification
or waiver shall be effective only in the specific instance and specific purpose for which given.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial
Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance
with generally accepted accounting principles as in effect on the date of this Agreement:


 


Advance.
The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on
a line of credit or multiple advance basis under the terms and conditions of this Agreement.


 


Agreement.
The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower.
The word "Borrower" means Applied Optoelectronics, Inc. and includes all co-signers and co-makers signing the Note
and all their successors and assigns.


 


Collateral.
The word "Collateral" means the property described in the Commercial Security Agreement dated July 31, 2014.


 


Environmental
Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of
Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.


 


Event
of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default
section of this Agreement.


 


GAAP.
The word "GAAP" means generally accepted accounting principles.


 


Grantor.
The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral
for the Loan, including without limitation all Borrowers granting such a Security Interest.


 


Guarantor.
The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty.
The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all
or part of the Note.


 






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Hazardous
Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal
and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement
or under any of the Related Documents.


 


Lender.
The word "Lender" means East West Bank, its successors and assigns.


 


Loan.
The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described
on any exhibit or schedule attached to this Agreement from time to time.


 


Note.
The word "Note" means the Note dated July 31, 2014 and executed by Applied Optoelectronics, Inc. in the principal
amount of $5,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.


 


Permitted
Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower
to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens
of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing
obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property
acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement
or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security
interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those
liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to
the net value of Borrower's assets.


 


Related
Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security
Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing,
or creating a Security Interest.


 


Security Interest. The words "Security Interest" mean, without limitation, any
and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of
trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's
lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.


 


 


BORROWER ACKNOWLEDGES
HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED July 31, 2014.


 


BORROWER:


 


 


APPLIED OPTOELECTRONICS,
INC.


 


By: /s/ Chih-Hsiang
(Thompson) Lin


Chih-Hsiang (Thompson)
Lin, CEO of Applied Optoelectronics, Inc.


 


LENDER:


 


 


EAST WEST BANK


 


By: /s/ Lisa
Chang


Authorized Signer


 






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