Exhibit 10.2

[Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.]

EXHIBITS TO

DESIGN-BUILD CONTRACT

BETWEEN

APPLIED OPTOELECTRONICS INC.,

AS OWNER,

AND

LCC3 SOLUTION INC.
AS DESIGN-BUILDER,

FOR

PROJECT:

FAB2 Manufacturing Cleanroom Project

1111 Gillingham Lane

Sugar Land, TX 77478

Effective Date: February 13, 2026

TABLE OF EXHIBITS

Table of Exhibits

EXHIBIT A

SCOPE OF WORK AND OWNER’S CRITERIA

Date: Notwithstanding anything to the contrary, the effective date of this Agreement is February 13, 2026.

Project Location: 1111 Gillingham Lane Sugar Land, TX 77478

Project Description:

The project entails an interior design-build of approximately 92,674 SF ISO 6 certified cleanroom space within an existing 137,699 SF warehouse. The remaining warehouse area will be designated for shipping, receiving, and inventory operations, as outlined in the site plans.

Specific Project Requirements:

General Scope of Work:

LCC3 will be responsible for the engineering, procurement, construction, testing and commissioning of the Project as a manufacturing cleanroom. Accordingly, LCC3 will be responsible for the overall execution of the Project, which generally includes but is not limited to the following:

Exhibit A (Scope of Work) – Page 1

Exhibit A (Scope of Work) – Page 2

Test Criteria

Performance Testing of the Work shall meet at least the following criteria for Substantial Completion.

Additional Information:

Design-Builder acknowledges that it has received and reviewed the following information prior to execution of this Agreement. The following documents and information are for informational purposes only. Design-Builder should independently verify all information.

[End of Document]

Exhibit A (Scope of Work) – Page 3

EXHIBIT A-1

OWNER-PROVIDED EQUIPMENT

[NOT USED].

Exhibit A-1 (Owner-Provided Equipment) – Page 1

EXHIBIT B-1

CONTRACT SUM AND SCHEDULE OF VALUES

(See attached).

Exhibit B-1 (Contract Sum and Schedule of Values)

Exhibit_B-l_Contract Sum and Schedule of Values

*Payment shall be made based on actual progress of completed work

*Ten percent (10%) retainage shall be withheld from each pay application and released upon final completion of the project, subject to final acceptance by the Owner and satisfactory completion of all punch list work.

EXHIBIT B-2

PAYMENT SCHEDULE

Applications for Payment shall be submitted monthly to Owner. Design-Builder shall submit a complete Application for Payment, including all documentation required by the Agreement, on or before the 25^th day of each month following the month in which the applicable Work was completed (covering the 26^th of the prior month to the 25^th of the month submitted). Design-Builder shall not submit more than one Application for Payment per month.

Applications for Payment shall show the percentage of completion of each portion or classification of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) classification on the schedule of values.

The amount of each progress payment shall first include:

.1          That portion of the Contract Sum properly allocable to completed Work;

.2          That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing (all materials stored on or offsite shall be protected and insured by Design-Builder; and

.3          Any Change Directives issued during the period of the progress payment (if any).

The amount of each progress payment shall then be reduced by:

.1          The aggregate of any amounts previously paid by the Owner;

.2          The amount, if any, for Work that remains uncorrected and for which the Owner has previously withheld per the terms of the Agreement;

.3          Any amount for which the Design-Builder does not intend to pay a Subcontractor or material supplier, or amounts paid directly by Design-Builder;

.4          For Work performed or defects discovered since the last payment application, any amount for which the Owner may withhold payment, and

.5          Retainage withheld per Section 2.4 of the Agreement.

Upon presentment of a complete Application for Payment, Owner shall make payment within 15 days or as otherwise agreed by Owner.

If any payment remains unpaid after it becomes due, and such nonpayment impacts the construction schedule, Design-Builder shall use commercially reasonable efforts to mitigate the resulting schedule impact. Notwithstanding the foregoing, any extension of time attributable to such payment delay shall not exceed the number of days of the payment delay, unless Design-Builder provides written justification for additional delay and Owner approves such additional delay in writing. Owner shall not reduce, offset, or withhold any portion of the Incentive Bonus based on Design-Builder’s failure to achieve any target milestone to the extent such failure is caused by the payment delay, provided Owner grants Contractor a corresponding extension of time equal to the duration of the payment delay, as approved.

Exhibit B-2 (Payment Schedule)

EXHIBIT B-3

SEPARATED CONTRACT REQUIREMENTS

It is Owner’s intent to qualify for any and all tax exemptions, rebates, or incentives available to it. To that end, notwithstanding anything to the contrary, the parties understand and agree that the Agreement between Owner and Design-Builder for all work of the Project is to be a “separated contract” pursuant to Applicable Laws, including but not limited to Tax Code Sec. 151.056(b) and 34 Tex. Admin. Code Sec. 3.291(a)(b)

Since it is the intent of the parties for this to be a separated contract according to Applicable Law, all invoices issued to Owner hereunder shall separately state charges for all materials incorporated into the Work from charges for skill and labor.

Design-Builder (and its Subcontractors, suppliers, and anyone with whom Design-Builder has contracted for the Work) shall be considered retailers of all materials incorporated into the Work and shall issue resale certificates to vendors in lieu of sales and use taxes on such materials.

Design-Builder will require all subcontracts to be separated contracts according to 34 Tex. Ann. Code Sec. 3.291(a)(b). All Subcontractors will be required to issue resale certificates for materials incorporated into the Work.

Design-Builder shall be obligated to provide the Owner with any and all assistance and documentation to properly administrate tax issues, including without limitation, providing to Owner any information regarding quantities, descriptions and cost of materials incorporated into the Work, allocation of labor for various portions of the Work and such other information that the Owner may deem necessary in connection with tax matters, all in sufficient detail and in such a format as the Owner may reasonably request.

Design-Builder will provide Owner on a monthly basis a report of Design-Builder’s payments to Subcontractors for the purchase or lease of tangible personal property that will either be installed into or consumed during construction of the Project or used by Owner in its operations. In each such report, Design-Builder shall designate the items that are taxable and those that are tax-exempt, and the amounts of purchase payments made in each category, applying in good faith the guidelines for such designation set forth in the Owner's direct pay permit number or sales and use tax exemption certificates. A direct pay certificate will be issued by Owner to Design-Builder in lieu of sales and use tax on the separately stated contract price for materials incorporated into the Work.

Owner reserves the right to provide further or revised instructions in order to comply with Applicable Laws and/or qualify for any and all available tax exemptions, rebates, or incentives.

Exhibit B-3 (Separated Contract Requirements)

EXHIBIT B-4

DESIGN-BUILDER RATES

Design-Builder will provide rates at a later date.

Exhibit B-4 (Design-Builder Rates)

EXHIBIT C-1

DESIGN DELIVERY SCHEDULE

All drawings and specifications required to complete the Work in accordance with the terms of the Agreement shall be completed by February 6, 2026.

Design-Builder to promptly address any and all comments from authority having jurisdiction and re-submit.

Exhibit C-1 (Design Delivery Schedule)

EXHIBIT C-2

PROJECT SCHEDULE

See below and attached.

The Project Schedule attached hereto reflects the Parties’ agreed baseline schedule as of the Effective Date. Design-Builder shall update the Project Schedule periodically to reflect actual progress, sequencing adjustments, and coordination refinements, provided such updates do not alter the Contract Time or Key Milestones and are administrative updates only that do require a Change Order. Where schedule impacts arise from causes entitling Design-Builder to time extension under the Agreement pursuant to Section 8.2 of the Agreement, Design-Builder shall be entitled to an equitable adjustment of the Contract Time pursuant to the terms of the Agreement. Failure of Owner to formally execute a Change Order shall not negate Design-Builder’s entitlement to time extension where excusable delay is substantiated in accordance with the Agreement.

Exhibit C-2 (Project Schedule)

EXHIBIT C-3

PROJECT SCHEDULE KEY MILESTONES

Each of the Key Milestones are a critical element of the Contract Time requirements under the Contract, and are of the essence:

* For item No. 6, Design-Builder and Owner shall each perform independent test to validate the above-referenced testing. To the extent of any differences or disagreements between the testing results, Owner and Design-Builder shall meet in good faith to resolve any disputes. To the extent of an irreconcilable difference or dispute, the parties shall jointly hire an independent third party to verify the testing and the result of the third party shall control.

Exhibit C-3 (Project Schedule Key Milestones)

EXHIBIT C-4

TIMELY COMPLETION INCENTIVES AND
DELAY LIQUIDATED DAMAGES SCHEDULE

Interpretation and Priority. For purposes of Section 2.6 of the Agreement, the Parties agree that this Exhibit C-4 governs the calculation, assessment, and cap of all delay liquidated damages applicable to the Key Milestones and Substantial Completion. To the extent Exhibit C-3 is referenced in Section 2.6, Exhibit C-3 identifies dates only and does not set liquidated damages amounts. This Exhibit C-4 provides the terms and conditions related to incentives and delay liquidated damages.

Timely Completion Incentive

Design-Builder acknowledges the dates required by the Agreement as set forth herein are essential to the Owner’s operations and beneficial use of the improvements to be designed, constructed, tested and commissioned by Design-Builder; and, therefore, time is of the essence in Design-Builder’s performance of all Work. The Key Milestones and all deadlines set forth herein below and in the Project Schedule are critical to Owner’s operations and beneficial use of the Project.

Acknowledging the crucial nature of the scheduled completion dates, and the nature of the Project, Owner is willing to provide incentives for Design-Builder’s timely completion of the Project in accordance with all requirements of the Contract. If Design-Builder properly achieves the Key Milestones identified below by the required date, then so long as Design-Builder is not otherwise in default or breach of this Agreement, Design-Builder shall be entitled to a bonus pursuant to as follows:

Targeted Completion Incentives shall be payable after the corresponding Key Milestone completion date.

To the extent Delay Liquidated Damages are owed or become due (as set forth below), and Design-Builder has earned Timely Completion Incentives, the amount of Liquidated Damages due shall first be offset from the Timely Completion Incentive amount.

Exhibit C-4 (Delay Liquidated Damages and Timely Completion Incentives) – Page 1

To the extent amounts are due to Owner per the terms of the Agreement, then Owner may offset any such amounts from incentive amounts included herein. No incentive bonus shall be paid if the project is not completed to the required ISO standards, Applicable Laws, and Scope of Work, regardless of early or timely completion. If Design-Builder earns any or all of the foregoing Key Milestones, but fails to properly complete all Performance Testing or fails to achieve Substantial Completion timely, Design-Builder may forfeit the earned incentives in Owner’s sole discretion. Similarly, if Design-Builder reaches Substantial Completion early, the Final Completion and punch list shall be completed within thirty (30) days of the date that Substantial Completion is actually reached. Failure of Design-Builder to complete the Punchlist and close-out the Project timely may forfeit a Timely Completion Bonus, in Owner’s sole discretion.

Delay Liquidated Damages

Design-Builder further acknowledges and agrees that, if the Design-Builder fails to achieve the completion requirements of the Key Milestones, the Owner will sustain extensive damages and serious loss as a result of such failure. Due to the nature of the Project, Design-Builder’s scope of Work, and Owner’s business, it is difficult at this time to precisely ascertain the exact amount of such damages per day.

Liquidated Damages for Failure to Achieve Key Milestones:

For the reasons set forth herein and the Agreement, Owner and Design-Builder agree that, if the Design Builder shall neglect, fail, or refuse to achieve the Key Milestones listed below by each respective date set forth herein, subject to adjustments in the Contract Time as provided in the Agreement, then Design-Builder (or Design-Builder’s surety, if any, in the case of a default) agrees to pay to the Owner as Liquidated Damages, and explicitly not as a penalty or forfeiture, the sum or sums for each Day of such delay as provided herein. The Key Milestones listed below correspond to those defined in Exhibit C-3.

Exhibit C-4 (Delay Liquidated Damages and Timely Completion Incentives) – Page 2

Liquidated Damages for the entire Work:

In addition to the Liquidated Damages for failure to achieve the Key Milestone(s) as noted above, if the Design-Builder shall neglect, fail, or refuse to achieve Substantial Completion by the date guaranteed by Design-Builder below for Substantial Completion of the entire Work, subject to adjustments in the Contract Time as provided in the Contract Documents, then the Design-Builder (and the Design-Builder’s Surety, if any, in the case of default) agrees to pay to the Owner as Liquidated Damages, and explicitly not as a penalty or forfeiture, the sum or sums for each day of such delay as set for the below:

Delay Liquidated Damages amounts will first reduce the Completion Incentive amount, daily. The following chart is provided for illustrative purposes of the terms herein:

Exhibit C-4 (Delay Liquidated Damages and Timely Completion Incentives) – Page 3

Owner may deduct any liquidated damages from any amounts due the Design-Builder, and/or Owner may require the Design-Builder to pay any Liquidated Damages, within ten (10) Days after Owner’s request should the available Contract funds be insufficient to cover the Liquidated Damages assessed against the Design-Builder.

Amounts set forth herein as Liquidated Damages for Key Milestones and Substantial Completion (“Delay Liquidated Damages”) are cumulative; provided however, if Design-Builder is otherwise performing under this Agreement and is not in breach of any other provision, then Owner may waive enforcement of one or more Key Milestone Liquidated Damages, which such waiver may only be achieved expressly in writing by Owner.

In determining the amount(s) of Liquidated Damages above, Owner has carefully considered the following categories of damages and has thoughtfully determined such amount(s) accordingly: cost of relocation of personnel to alternative space, costs for managing an extended schedule, costs for consultant’s extended involvement, increased financing charges, costs of storage of Owner-provided FF&E, lease extension costs, and other numerous damages. Further, the Design-Builder acknowledges and agrees that as of the date this Design-Build is executed (i) the amount of damages Owner will incur due to the Design-Builder’s failure to achieve Substantial Completion of the Work by the Guaranteed Date of Substantial Completion or Substantial Completion of Key Milestone(s) as required by this are impossible or difficult to estimate, (ii) the liquidated damages set forth herein are a reasonable pre-estimate of damages that Owner will incur as a result of a delay in achieving Substantial Completion of the Work by the Guaranteed Date of Substantial Completion or Substantial Completion of Key Milestone(s) as required by this Agreement, (iii) that the consequential damages contemplated at the time of this Agreement are uncertain and difficult to determine with exactness, and (iv) that the liquidated damages set forth herein are not out of all proportion to the probable loss.

The terms related to Liquidated Damages shall survive the termination of the Agreement. In the event this liquidated damage provision is held to be unenforceable or void (except when the holding is the result of a challenge by Owner), Owner shall be allowed to recover actual damages (both direct and consequential damages) caused by the Design-Builder’s failure to achieve the applicable Contract Time requirements to the fullest extent allowed by Applicable Law.

In the event that the cumulative delay of any Key Milestone or Substantial Completion exceeds twenty (20) days, the Owner reserves the right to engage a third-party to complete the remaining scope of work, with all related costs to be borne by the Design-Builder.

Delay Liquidated Damages Cap. The total payable amount of Delay Liquidated Damages shall be capped at One Million, Six Hundred Thousand ($1,600,000) Dollars; provided however, that Design-Builder is not otherwise in material breach of this Agreement and has not abandoned the Work.

Exhibit C-4 (Delay Liquidated Damages and Timely Completion Incentives) – Page 4

Exclusive Remedy for Delay. If Owner assesses and recovers all Delay Liquidated Damages owed to Owner in accordance with this Exhibit C-4, such Delay Liquidated Damages shall be Owner’s sole and exclusive monetary remedy for Delay Damages arising from Design-Builder’s unexcused failure to timely achieve the applicable Key Milestone(s) and/or Substantial Completion, and Owner waives any right to recover additional monetary damages for such delay, including direct damages, consequential damages, impact damages, loss of use, loss of profits, or extended overhead, except as expressly set forth herein above or to the extent such waiver is prohibited by Applicable Law; provided that such Liquidated Damages shall in no way limit Owner’s other rights (e.g., termination or supplementation) under the Agreement or Owner’s entitlement to damages for any other injury, damage or loss, other than for delay to achieving Substantial Completion of the Work by the Guaranteed Date of Substantial Completion and Key Milestone Date(s), for which the Design-Builder may be responsible pursuant to the terms of the Agreement.

Exhibit C-4 (Delay Liquidated Damages and Timely Completion Incentives) – Page 5

EXHIBIT D-1

DESIGN-BUILDER PERFORMANCE GUARANTEE REQUIREMENTS

Owner reserves the right to require Design-Builder, at any time after execution of this Agreement, to provide performance and payment security, which may include a parent guaranty, and/or an irrevocable letter of credit.

Exhibit D-1 (Design-Builder Performance Guarantee Requirements) – Page 1

EXHIBIT D-2

PERFORMANCE INCENTIVES AND LIQUIDATED DAMAGES

In consideration of the nature of the Work and the due to the performance requirements required for Substantial Completion, Owner is herein providing Design-Builder with an opportunity to earn incentives for superior performance.

Design-Builder acknowledges and agrees that no incentive shall be deemed earned unless and until the applicable performance, testing, and/or milestone criteria have been verified by an independent third-party validator acceptable to Owner. If the third-party validator’s testing results differ from Design-Builder’s testing or reported results, Owner shall have sole and absolute discretion to determine whether the Incentive has been earned, in whole or in part. If the third-party validator’s testing results match Design-Builder’s testing or reported results and confirm that the applicable specifications, performance criteria, and/or milestone requirements have been satisfied, then Design-Builder shall be entitled to receive the applicable Incentive.

Design-Builder and Owner acknowledge and agree that so long as Design-Builder is not otherwise in breach of any portion of the Agreement, it may earn the following amounts as incentives (“Performance Incentives”) based upon the terms and conditions set forth herein and in the Agreement:

1.       Clean Room Validity Testing Incentive. Design-Builder shall perform all clean-room validity tests as are required in Exhibit I-1 and Prudent Manufacturing Industry Practices. Design-Builder may earn the incentive set forth herein by passing without condition or qualification all Clean Room Validity Testing by the Key Milestone Date as promised in this Agreement.

Exhibit D-2 (Performance Incentives and Liquidated Damages) – Page 1

2.       Warranty Period and Performance Incentive. In addition to the terms of and notwithstanding obligations in Sections 3.1.12 and 12.2.2, if any defect, deficiency, or failure occurs during the Warranty Period, Design-Builder shall at its own cost and expense and without reimbursement by Owner, (a) promptly investigate the cause of the issue and correct, revise, or amend all engineering and design services which are not in conformance with the Agreement, and (b) promptly correct, repair, or replace any part of the Work which is damaged or impaired by any breach of, or fails to conform with, the Agreement, is occasioned by the correction, revision or amendment of engineering services described in clause (a) above, or is otherwise not in accordance with the Agreement, including any construction damage or rework; and (c) notify and provide Owner with written notice of the schedule for the correction, repair, or replacement. The performance guarantee included as part of the call-back warranty does not constitute a performance guarantee beyond the performance requirements specified in Exhibit A and does not extend to normal wear and tear, improper operation or maintenance by Owner, modifications not performed by Design-Builder, its sub-consultants, subcontractors, or anyone performing the Work, or defects in Owner-Provided Equipment, if any. The two-year period shall commence upon Final Completion as reflected in the date of the Final Completion Certificate.

2.1       Design-Builder acknowledges that warranty work turnaround time is critical to the nature of the Work. As such time is of the essence for Design-Builder’s performance of all work related to the warranty provisions. In the event any warranty failure arises during the Warranty Period and renders the Project incapable, in whole or in part, of operating in accordance with the requirements of this Agreement, Design-Builder shall initiate correction, repair or replacement of any part of the Project within twenty-four (24) hours of receipt of notice.

2.2       Repair, replacement, or correction of defective or non-conforming Work by Design-Builder shall meet Owner’s satisfaction.

2.3       In the event that defects lead to contamination of the Owner’s production, a production shutdown, impairment, or interruption, Design-Builder shall bear full responsibility for all direct losses that are properly documented. Owner may deduct from the Warranty Incentive all costs incurred by Owner related to such shutdown, impairment, or interruption, along with all costs to remedy the issues should Design-Builder fail to meet the terms herein.

2.4       If, at the conclusion of the Warranty Period, if Design-Builder has fulfilled all warranty obligations, and the Project is fully operational and without defects, the Design-Builder will be eligible for the Warranty Performance Incentive as set forth herein above.

Exhibit D-2 (Performance Incentives and Liquidated Damages) – Page 2

EXHIBIT E-1

DESIGN-BUILDER KEY PERSONNEL/PROJECT ORGANIZATION

The following are Design-Builder’s key personnel (“Key Personnel”) assigned to the Project per Section 1.2.6. As a material term of the Agreement, the Key Personnel shall not be changed, removed, or substituted from the Project without Owner’s prior written approval.

Project Management

· Miles Yang – Project Manager

Overall responsibility for project management, coordination, and communication with the Owner.

Construction and Technical Leadership

· Yu Jiahui – Construction Team Lead Responsible for overall site construction execution and management of construction crews.

· Wu Yongming (Yomi) – Site Technical Lead

Responsible for on-site technical coordination, construction methodology, and technical compliance.

Design Support

· Liu Yingqiang – Design Support

· Li Pengfeng – Design Support

· Li Qiang – Design Support

Responsible for design coordination, technical support, and resolution of design-related matters during project execution.

Discipline Leads

· Wu Yongming (Yomi) – HVAC Lead

· Wang Kun – Structural Lead

· Wu Zhaofeng – Electrical Lead

Responsible for discipline-specific technical oversight, coordination, and quality control.

Business Coordination and Procurement

· Guo Huan (Hanna) – Client / Market Coordination

· Fu Shuyu – On-Site Procurement

Responsible for client coordination, commercial interface, and on-site material procurement activities.

Safety Management

· NW Safety Inc. – Safety Management Firm

· Monik Hernandez – Safety Officer

· Jeff Miller – Safety Officer

Responsible for site safety management, safety inspections, regulatory compliance, and safety reporting.

Exhibit D-2 (Performance Incentives and Liquidated Damages) – Page 1

The following is Design-Builder’s Organizational Chart for the Project:

Exhibit D-2 (Performance Incentives and Liquidated Damages) – Page 2

EXHIBIT E-2

LIST OF DESIGN-BUILDER’S ARCHITECT, CONSULTANTS AND SUBCONTRACTORS

(See attached.)

Exhibit E-2 (List of Design-Builder’s Architect, Consultants, and Subcontractors)

Additional consultants, subcontractors, and suppliers may be engaged by the Design-Builder as required for the Work. The Design-Builder reserves the right to substitute or add parties of equal or greater qualification, subject to Owner's reasonable approval, without requiring an amendment to this Agreement.

EXHIBIT E-3

DESIGN-BUILDER’S QUALITY ASSURANCE AND QUALITY CONTROL MANUAL

(See attached.)

Exhibit E-3 (Design-Builder’s Quality Assurance and Quality Control Manual)

7165 Colleyville Boulevard Ste 101, Colleyville, Texas, 76034 817-416-0098

Exhibit E-3

Design-Builder’s Quality Assurance / Quality Control (QA/QC) Manual

1. Purpose

This Quality Assurance / Quality Control (QA/QC) Manual establishes the procedures and responsibilities by which LCC3 Solution Inc. (“Design-Builder”) ensures that the Work complies with the Contract Documents, applicable codes, industry standards, and Owner requirements throughout the Project lifecycle.

2. QA/QC Program Responsibility

The Design-Builder is responsible for implementing and maintaining an effective QA/QC program. QA/QC activities shall be coordinated among the Architect of Record, consultants, subcontractors, suppliers as required by the Contract Documents.

3.  Quality Assurance – Design Phase

Design activities shall be performed by qualified professionals. Interdisciplinary coordination reviews shall be conducted to identify conflicts and verify constructability, code compliance, and alignment with performance requirements.

4. Quality Control – Construction Phase

Subcontractors and suppliers shall be evaluated based on qualifications, licensing, and relevant experience. Submittals and shop drawings shall be reviewed for compliance prior to fabrication or installation.

5. Materials and Equipment Control

Materials and equipment shall be inspected upon delivery to verify compliance with approved submittals. Non-conforming items shall be identified and resolved prior to installation.

6. Inspection and Testing

Routine inspections shall be conducted during construction. Third-party inspections and testing shall be performed when required by code or the Contract Documents, with records retained for project documentation.

7. Non-Conforming Work

Non-conforming work shall be documented, evaluated, and corrected or replaced in accordance with the Contract Documents. Corrective actions shall be verified prior to continuation of related work.

8. Documentation and Records

QA/QC documentation may include inspection reports, test results, submittal logs, and corrective action records. Records shall be maintained through project closeout.

7165 Colleyville Boulevard Ste 101, Colleyville, Texas, 76034 817-416-0098

9.  Commissioning and Closeout

Systems requiring commissioning shall be verified in accordance with Contract requirements. Deficiencies identified during commissioning shall be corrected prior to final acceptance.

10. Limitations

This QA/QC Manual supports contractual quality management requirements and does not replace professional or regulatory responsibilities of project participants.

EXHIBIT F

CHANGE ORDER TERMS AND LIMITATIONS

Design-Builder shall be financially responsible for all costs related to Change Orders until the aggregate amount exceeds One (1%) Percent of the Contract Sum, provided that such Change Requests or Change Orders result from Owner-requested changes that differ substantially from the Scope of Work (“Owner-Requested Changes”). Design-Builder shall not be compensated nor receive additional time for changes required to the design or to perform the Work due to the fault, error, or omission of Design-Builder, its Subcontractors, Consultants or anyone over whom Design-Builder is responsible.

After the costs of Owner-Requested Changes exceed One-Percent of the Contract Sum, all subsequent costs and time related to Owner-Requested Changes will be negotiated between Owner and Design-Builder.

Exhibit F (Change Order Terms and Limitations)

EXHIBIT F-1

FORM OF CHANGE ORDER REQUEST

Exhibit F-1 (Form of Change Order Request) — Page 1

This CHANGE ORDER REQUEST includes all professional services, design, engineering, material, labor, and equipment necessary to complete the work described above and needed to address such change. By signing this Change Order Request, Design-Builder represents and warrants that it has fully evaluated the change, its impacts, and work that may be impacted by such change.

The change, if any, in the Contract Price shall be under the following pricing methodology:

☐ No Cost Change      ☐ Cost $______      ☐ Unit Price of_____      ☐ Lump Sum      ☐ Time and Materials (NTE)

Exhibit F-1 (Form of Change Order Request) – Page 2

EXHIBIT F-2

FORM OF CHANGE ORDER

No change shall be made or recognized without this Change Order. If approved by Owner, you are authorized to make the following changes without changing the terms of the Contract, except as herein agreed. Any claim for extension of time or additional costs caused by the Change in the Work addressed by this Change Order must be set forth herein and are a full and final settlement of all impacts of changes. Design-Builder agrees that this Change Order includes all Costs associated with the Change Order as well as any impact or cumulative impact that this Change Order has with all other Change Orders previously agreed to by the Parties.

CHANGE REQUEST OVERVIEW

CHANGE IN CONTRACT PRICE (if any)

CHANGE IN CONTRACT TIME (if any)

· Design-Builder shall attach a revised Project Schedule reflected the approved changes herein

Exhibit F-2 (Form of Change Order) – Page 1

ACCEPTED AND APPROVED:

Exhibit F-2 (Form of Change Order)

EXHIBIT G-1

CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

On receipt by the signer of this document of a check from _________________ (maker of check) in the sum of $__________ (progress payment amount) payable to ____________ (payee or payees of check) and when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic's lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights for persons in the signer's position that the signer has on the property of__________________________ (owner) located at _______________________ (location) to the following extent: _________ (job description).

This release covers a progress payment for all labor, services, equipment, or materials furnished to the property or to (person with whom signer contracted) as indicated in the attached statement(s) or progress payment request(s), except for unpaid retention, pending modifications and changes, or other items furnished.

Before any recipient of this document relies on this document, the recipient should verify evidence of payment to the signer.

The signer warrants that the signer has already paid or will use the funds received from this progress payment to promptly pay in full all of the signer's laborers, subcontractors, materialmen, and suppliers for all work, materials, equipment, or services provided for or to the above referenced project in regard to the attached statement(s) or progress payment request(s).

Before me, the undersigned authority, on this day personally appeared___________ (name), the____________ (job title) of ______________________(company name), known to me to be the person whose name was subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed.

To certify which, witness my hand and official seal on this the ___ day of ____, ____.

Exhibit G-1 (Conditional Progress Lien Waiver and Release)

EXHIBIT G-2

UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT

NOTICE: This document waives rights unconditionally and states that you have been paid for giving up those rights. It is prohibited for a person to require you to sign this document if you have not been paid the payment amount set forth below. If you have not been paid, use a conditional release form.

The signer of this document has been paid and has received a progress payment in the sum of $_______ for all labor, services, equipment, or materials furnished to the property or to ___________________ (person with whom signer contracted) on the property of ______________________ (owner) located at __________________________ (location) to the following extent:__________________ (job description). The signer therefore waives and releases any mechanic’s lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights for persons in the signer’s position that the signer has on the above referenced project to the following extent:       This release covers a progress payment for all labor, services, equipment, or materials furnished to the property or to____________________ (or person with whom signer contracted) as indicated in the attached statement(s) or progress payment request(s), except for unpaid retention, pending modifications and changes, or other items furnished. The signer warrants that the signer has already paid or will use the funds received from this progress payment to promptly pay in full all of the signer’s laborers, subcontractors, materialmen, and suppliers for all work, materials, equipment, or services provided for or to the above referenced project in regard to the attached statement(s) or progress payment request(s).

Before me, the undersigned authority, on this day personally appeared___________ (name), the____________ (job title) of ______________________(company name), known to me to be the person whose name was subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed.

To certify which, witness my hand and official seal on this the ___ day of , ____.

Exhibit G-2 (Unconditional Progress Lien Waiver and Release)

EXHIBIT G-3

CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

On receipt by the signer of this document of a check from___________ (maker of check) in the sum of $____________ payable to _________________ (payee or payees of check) and when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic's lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights for persons in the signer's position that the signer has on the property of ______________________________ (owner) located at _________________________________ (location) to the following extent: ________________(job description).

This release covers the final payment to the signer for all labor, services, equipment, or materials furnished to the property or to _______________________ (person with whom signer contracted). Before any recipient of this document relies on this document, the recipient should verify evidence of payment to the signer.

The signer warrants that the signer has already paid or will use the funds received from this final payment to promptly pay in full all of the signer's laborers, subcontractors, materialmen, and suppliers for all work, materials, equipment, or services provided for or to the above referenced project up to the date of this waiver and release.

Before me, the undersigned authority, on this day personally appeared___________ (name), the____________ (job title) of ______________________(company name), known to me to be the person whose name was subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed.

To certify which, witness my hand and official seal on this the ___ day of , ____.

Exhibit G-3 (Conditional Final Lien Waiver and Release)

EXHIBIT G-4

UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT

NOTICE: This document waives rights unconditionally and states that you have been paid for giving up those rights. It is prohibited for a person to require you to sign this document if you have not been paid the payment amount set forth below. If you have not been paid, use a conditional release form.

The signer of this document has been paid in full for all labor, services, equipment, or materials furnished to the property on the property of____________________________________ (owner) located at___________________________________ (location) to the following extent: ____________________________ (job description). The signer therefore waives and releases any mechanic’s lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule, or statute related to claim or payment rights for persons in the signer’s position.

The signer warrants that the signer has already paid or will use the funds received from this final payment to promptly pay in full all of the signer’s laborers, subcontractors, materialmen, and suppliers for all work, materials, equipment, or services provided for or to the above referenced project up to the date of this waiver and release.

Before me, the undersigned authority, on this day personally appeared___________ (name), the____________ (job title) of ______________________(company name), known to me to be the person whose name was subscribed to the forgoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed.

To certify which, witness my hand and official seal on this the ___ day of , ____.

Exhibit G-4 (Unconditional Final Lien Waiver and Release)

EXHIBIT G-5

FORM OF ALL BILLS PAID AFFIDAVIT

(See attached.)

Exhibit G-5 (Form of All Bills Paid Affidavit)

ALL BILLS PAID AFFIDAVIT

BEFORE ME, the undersigned authority, on this the _____ day of_________ _____, personally appeared_______________ of___________ , known to me to be a credible person who, having been by me first duly sworn upon his oath stated:

“My name is __________________. I am duly authorized in all respects to make this Affidavit on behalf of ________________ (“Design-Builder”). I am the _____________ (title) of____________________________ (Design-Builder) and in this capacity I have knowledge of the facts set forth herein, all of which are true and correct. Reference is made herein to the construction of certain improvements on the land described as follows: ________________(the “Property”).

All of the work provided to be done by the Design-Builder on the Property has been completed, the Design-Builder has been duly paid all sums due to Design-Builder under said Contract, [except the final sum of $_________.__ (“Final Payment”)], and the Design-Builder has duly paid all bills incurred for labor, supplied and materials in connection with such construction, no such bills remain unpaid, and the Design-Builder has received no notice of any mechanic’s lien claim by any mechanic, materialman, artisan, supplier or any other person, firm or entity, related to such construction, except those subcontractors which remain unpaid as follows:

[List name of subcontractors, addresses, and outstanding amounts]

This Affidavit is made for the purpose of inducing____________________ (the “Owner”), to make [Final or Progress] Payment at the request of the Design-Builder, the sum of $___________. Design-Builder knows that, without this Affidavit, Owner would not pay such sum. Design-Builder acknowledges and agrees that upon payment of the Final Payment, Design-Builder shall pay, or cause to be paid, all subcontractors listed above.

The undersigned Design-Builder further states, acknowledges and affirms that as of the date hereof, (1) other than the amounts listed above provided by the Design-Builder, all payments and sums due to all vendors, suppliers, subcontractors, employees of the undersigned for all services performed and materials and/or equipment furnished have been paid, together with all applicable local, state or federal taxes or assessments payable by Design-Builder, if any; (2) all services and labor performed and materials supplied and installed by the undersigned Design-Builder and Design-Builder’s vendors, suppliers, subcontractors, consultants, or employees on the Project were in accordance with the plans and specifications and Applicable Law; and (3) all labor was performed in a good and workmanlike manner.

Exhibit G-5 (Form of All Bills Paid Affidavit)

The undersigned Design-Builder further agrees to indemnify, defend, and hold Owner, its lender, and past or present principals, officers, directors, shareholders, members, managers, employees, attorneys, agents, representatives, subsidiaries, affiliates, partners, predecessors or successors in interest, assigns, and insurers (the “Owner Parties”) harmless against all liability, cost, or expense, including attorneys’ fees, court costs, and expenses, from any claim or action by Design-Builder or any person claiming by, through, or under Design-Builder with respect to the representation and waivers in this Affidavit. Design-Builder further agrees to indemnify and hold Owner Parties harmless against all liability, cost, or expense, including attorney’s fees, court costs, and expenses, from any lien claim asserted against the Property by any subcontractor, supplier, equipment supplier, consultant, or vendor for work performed by or materials supplied to the Design-Builder on the Property.

STATE OF TEXAS

COUNTY OF [_____________]

Before me, (insert the name and character of the officer), on this day personally appeared ___________, known to me (or proved to me on the oath of or through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office this day of ____, (year).

SEAL

Exhibit G-5 (Form of All Bills Paid Affidavit)

EXHIBIT H-1

MECHANICAL COMPLETION CONDITIONS

1.       Mechanical Completion. The following are the conditions precedent for the Project to achieve Mechanical Completion:

(ii) those additional subsystems that require function testing prior to commissioning, as determined by Owner in Owner’s reasonable discretion, shall have been successfully function tested and the integrated system shall be ready to commence testing and commissioning; and

(iii) all requirements for “Mechanical Completion” under all subcontracts with Subcontractors responsible for achieving Mechanical Completion, as determined and approved by Owner in Owner’s reasonable discretion, shall have been completed.

2.       Mechanical Completion Certificate. Upon completion of the requirements under Section 1 of this Exhibit H-1, Design-Builder shall submit a Mechanical Completion Form and Certificate to Owner in accordance with the terms of the Agreement.

Exhibit H-1 (Mechanical Completion Conditions)

EXHIBIT H-2

NOTICE OF MECHANICAL COMPLETION FORM

[Insert Date]

Applied Optoelectronics, Inc.

Attn: Ray Du

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

Re:          FAB2 Clean Room Project – NOTICE OF MECHANICAL COMPLETION

Mr. Du:

Notice is hereby given on behalf of Design-Builder this Project has achieved Mechanical Completion per the conditions set forth in the Agreement and Exhibit H-1. Design-Builder hereby represents that the Project (1) has reached Mechanical Completion, and (2) is ready for Performance Testing.

Attached is a copy of the Temporary Certificate of Occupancy (TCO) issued on [date] by the authority having jurisdiction over the Project.

Design-Builder will be in contact to schedule an inspection for Owner to confirm Mechanical Completion and approve the Mechanical Completion Certificate.

Exhibit H-2 (Notice of Mechanical Completion Form)

EXHIBIT H-3

MECHANICAL COMPLETION CERTIFICATE

Reference is made to that certain Design-Build Agreement by and between Owner and Design-Builder dated as of [__________]. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

The undersigned, Design-Builder does hereby certify and represent to Owner that Design-Builder has completed all requirements under the Agreement for Mechanical Completion, in accordance with the Scope of Work, Applicable Law, and other requirements of the Agreement. Design-Builder certifies that all requirements under the Agreement for Mechanical Completion were achieved on [                  ], 202[  ].

Executed by Design-Builder this ____ day of________________________________________, 202__.

DESIGN-BUILDER:

LCC3 SOLUTION, INC.

By:__________________

Name:________________

Title: _________________

Acknowledged by Owner this ____ day of________________________________________, 202__.

OWNER:

APPLIED OPTOELECTRONICS, INC.

By:__________________

Name:________________

Title: _________________

Exhibit H-3 (Mechanical Completion Certification)

EXHIBIT I-1

PRE-COMMISSIONING, COMMISSIONING, START-UP AND TESTING CONDITIONS

Design-Builder shall ensure that the Project meets all design requirements and requirements of this Agreement, including Exhibit A – Scope of Work. As part of such confirmation, Design-Builder will perform or cause to have the following validation tests performed pursuant to Performance Testing and Commissioning of the Project.

Design-Builder and Owner shall each have independent verification tests performed to validate the above-referenced testing. To the extent of any differences or disagreements between the testing results, Owner and Design-Builder shall meet in good faith to resolve any disputes. To the extent of an irreconcilable difference or dispute, the parties shall jointly hire an independent third party to verify the testing and the result of the third party shall control.

All conditions herein referenced as “Performance Tests,” “Performance Testing,” or “Verification.”

Exhibit I-1 (Pre-Commissioning, Commissioning, Start-Up and Testing Conditions)

Exhibit I-1 (cont.)

EXHIBIT I-2

NOTICE OF PERFORMANCE TEST COMPLETION

[Insert Date]

Applied Optoelectronics, Inc.

Attn: Ray Du

13139 Jess Pirtle Blvd.
Sugar Land, TX 77478

Mr. Du:

Notice is hereby given on behalf of Design-Builder this Project has completed all Performance Tests and has passed the requirements of Performance Test Completion per the conditions set forth in the Agreement and Exhibit I-1. Design-Builder hereby represents that the Project (1) has reached Performance Testing Completion, and (2) is ready for to perform requirements of Substantial Completion.

Design-Builder will be in contact to schedule an inspection for Owner to confirm Performance Testing Completion and approve the Performance Testing Completion Certificate.

Exhibit I-2 (Notice of Performance Test Completion)

EXHIBIT I-3

FORM OF PERFORMANCE TESTING COMPLETION CERTIFICATE

Reference is made to that certain Design-Build Agreement by and between Owner and Design- Builder dated as of [                 ]. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

The undersigned, Design-Builder does hereby certify and represent to Owner that Design-Builder has completed all requirements under the Agreement for Performance Testing Completion, in accordance with the Scope of Work, Applicable Law, and other requirements of the Agreement. Design-Builder certifies that all requirements under the Agreement for Performance Testing Completion were achieved on [          ], 202[     ].

Executed by Design-Builder this ____ day of________________________________________, 202__.

DESIGN-BUILDER:

LCC3 SOLUTION, INC.

By:__________________

Name:________________

Title: _________________

Acknowledged by Owner this ____ day of________________________________________ , 202__.

OWNER:

APPLIED OPTOELECTRONICS, INC.

By:__________________

Name:________________

Title: _________________

Exhibit I-3 (Form of Performance Test Completion Certificate)

EXHIBIT J-1

SUBSTANTIAL COMPLETION CONDITIONS

Exhibit J-1 (Substantial Completion Conditions)

EXHIBIT J-2

NOTICE OF SUBSTANTIAL COMPLETION

[Insert Date]

Applied Optoelectronics, Inc.

Attn: Ray Du

13139 Jess Pirtle Blvd.
Sugar Land, TX 77478

Re:           FAB2 Clean Room Project – NOTICE OF SUBSTANTIAL COMPLETION

Mr. Du:

Notice is hereby given on behalf of Design-Builder this Project has achieved Substantial Completion per the conditions set forth in the Agreement and Exhibit J-1. Design-Builder hereby represents that the Project (1) has reached Substantial Completion, and (2) the attached list of items are the only minor items remaining of Work (“Punchlist”).

Design-Builder will be in contact to schedule and inspection for Owner to confirm Substantial Completion and approve the Punchlist and Substantial Completion Certificate.

Exhibit J-2 (Notice of Substantial Completion)

EXHIBIT J-3

FORM OF SUBSTANTIAL COMPLETION CERTIFICATE

Reference is made to that certain Design-Build Agreement by and between Owner and Design-Builder dated as of [                               ]. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

The undersigned, Design-Builder does hereby certify and represent to Owner that:

Design-Builder certifies that all requirements under the Agreement for Substantial Completion were achieved on [_______], 202 [__].

[Remainder of page intentionally left blank; Signature page follows]

Exhibit J-3 (Form of Substantial Completion Certificate) – Page 1

DESIGN-BUILDER:

LCC3 SOLUTION, INC.

By:__________________

Name:________________

Title: _________________

Acknowledged by Owner this ____ day of________________________________________ , 202__.

OWNER:

APPLIED OPTOELECTRONICS, INC.

By:__________________

Name:________________

Title: _________________

Exhibit J-3 (Form of Substantial Completion Certificate) – Page 2

Attachment 1

to Substantial Completion Certificate

The following Punch List has been provided to and reviewed with Owner per the terms of the Agreement, and Design-Builder represents that the only remaining Work herein is that as listed below:

[Punchlist Items]

Exhibit J-3 (Form of Substantial Completion Certificate) – Page 3

EXHIBIT K-1

FINAL COMPLETION CONDITIONS

1.       Final Completion. Final Completion of the Project shall be deemed to have occurred only if each of the following has occurred:

(a)   the final drawings and Project file;

(b)   all Lien Waivers and Releases and All Bills Paid Affidavit;

(c)   All manufacturers’ warranties, guarantees, manuals and training for major equipment;

(d)   Satisfactory final cleaning of the Project and Site;

(e)   Evidence of insurance has been provided to Owner as required by the Agreement

(iv)       Design-Builder has delivered the Irrevocable Warranty Letter of Credit effective the date of Final Completion Certificate for the benefit of Owner;

(v)       all Work and all other obligations under the Agreement for the Project (except for that Work and obligations that survive the termination or expiration of the Agreement, including obligations for warranties and correction of defects) has been completed;

(vi)       there is no continuing material breach of this Agreement with respect to the Project by Design-Builder or anyone over whom Design-Builder is legally responsible.

2.       Final Completion Certificate. Upon completion of the requirements under Section 1 of this Exhibit, Design-Builder shall submit a Final Completion Certificate to Owner in accordance with the terms of the Agreement.

Exhibit K-1 (Final Completion Certificate)

EXHIBIT K-2

NOTICE OF FINAL COMPLETION

[Insert Date]

Applied Optoelectronics, Inc.

Attn: Ray Du

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

Re:          FAB2 Clean Room Project – NOTICE OF FINAL COMPLETION

Mr. Du:

Notice is hereby given on behalf of Design-Builder this Project has achieved Final Completion per the conditions set forth in the Agreement and Exhibit K-1. Design-Builder hereby represents that the Project (1) has reached Final Completion, (2) all documents required by the Agreement for Final Completion are enclosed herewith for Owner’s review and approval; and (3) Design-Builder’s Final Application for Payment is enclosed herewith along with all requisite backup documentation.

Design-Builder will be in contact to schedule and inspection for Owner to confirm Final Completion and approve the Final Completion Certificate and Final Application for Payment.

Exhibit K-2 (Notice of Final Completion Form)

EXHIBIT K-3

FINAL COMPLETION CERTIFICATE

Reference is made to that certain Design-Build Agreement by and between Owner and Design-Builder dated as of [                          ]. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

The undersigned, Design-Builder does hereby certify and represent to Owner that:

Design-Builder certifies that all requirements under the Agreement for Final Completion were achieved on [ ], 202[ ]. Attached is all documentation required to be provided by Design-Builder under the Agreement to establish that Design-Builder has achieved all requirements under the Agreement for Final Completion in accordance with the requirements of the Agreement.

[Remainder of page intentionally left blank; Signature page follows]

Exhibit K-3 (Final Completion Certificate)

Executed by Design-Builder this ____ day of_____________________________________, 202__.

DESIGN-BUILDER:

LCC3 SOLUTION, INC.

By:__________________

Name:________________

Title: _________________

Acknowledged by Owner this ____ day of________________________________________ , 202__.

OWNER:

APPLIED OPTOELECTRONICS, INC.

By:__________________

Name:________________

Title: _________________

Exhibit K-3 (Final Completion Certificate)

EXHIBIT L

INSURANCE REQUIREMENTS

DESIGN BUILDER’S INSURANCE

Prior to commencing any Work under the Agreement through completion of all Work required under the Contract Documents, and for such additional time as may be required by the Contract Documents, Design-Builder will provide, pay for, and maintain in full force and effect the insurance outlined herein for coverages at not less than the prescribed minimum limits of liability on an occurrence basis (unless otherwise specified) covering Design-Builder’s activities under the Contract, whether by Design-Builder or by any and all Subcontractors of any tier, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

The insurance companies selected by Design-Builder shall be acceptable to Owner and have a minimum A.M. Best’s Insurance Guide rating of A VII or better. Such policies purchased by Design-Builder shall be insurance protecting Design-Builder and Owner from claims set forth below which may arise out of or result from the Design-Builder’s operations under the Contract, whether such operations be by Design-Builder or by any Subcontractor or Sub-subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable to cover. Before commencement of the Work, Design-Builder shall deliver to Owner a certificate of insurance evidencing the insurance coverage required by this Agreement. If the rating of any insurance company from which the Design-Builder has purchased insurance no longer meets the requirements set forth above, then the Design-Builder shall immediately replace them with an insurance company that does meet the requirements and provide Owner with updated certificates of insurance or with written documentation that sets forth in detail the reasons why the insurance company in question should still be acceptable to Owner, in which case the approval or disapproval of such insurance carrier shall be subject to Owner’s reasonable discretion.

If any of the insurance required to be maintained by the Design-Builder pursuant to this Agreement contains aggregate limits which apply to the operations of the Design-Builder other than those operations which are subject of this Agreement, and such limits are diminished or reduced below the limits required hereunder after one or more incidents, occurrences, claims, settlements or judgments against such insurance or for any other reason, then Design-Builder shall take immediate steps to restore aggregate limits or shall maintain other insurance protection for such aggregate limits.

A.       WORKERS COMPENSATION INSURANCE

Design-Builder shall provide and maintain during the term of the Work, including any warranty periods, workers’ compensation insurance coverage for all of Design-Builder’s workers at the site of the Project.

Exhibit L (Insurance Requirements) – Page 1

Additionally, Design-Builder shall maintain during the term of the Work Employers’ Liability Coverage as required by Applicable Law, or in absence of statutory requirements, then with limits of not less than:

$1,000,000 Each accident for bodily injury by accident.

$1,000,000 Each employee for bodily injury by disease

$1,000,000 Bodily injury or disease aggregate

These policies will contain waiver of subrogation endorsement ISO CG 24 04 12/19 with respect to Owner and will not be materially modifiable or cancelable without thirty (30) days’ prior written notice to Owner and ten (10) days for nonpayment of premium.

B.       COMMERCIAL GENERAL LIABILITY INSURANCE

Design-Builder shall provide and maintain during the term of the Work, including any warranty periods (or for such additional period as may be required herein) commercial general liability insurance covering Bodily Injury, Property Damage and Personal Injury on a coverage form at least as broad as the most recent edition of Commercial General Liability Coverage Form (CG 00 01) as published by the Insurance Services Office, Inc. (“ISO”), covering losses that occur during the policy period regardless of when the claim is made, at limits of at least:

$ 4,000,000 General Aggregate

$ 4,000,000 Products/Completed Operations Aggregate

$ 2,000,000 Personal Injury

$ 2,000,000 Each Occurrence – Property Damage / Bodily Injury

Coverage shall be on an “occurrence” basis and shall insure Design-Builder for Work performed under the contract including but not limited to (where specific endorsements are listed, Design-Builder shall provide the exact endorsement):

Exhibit L (Insurance Requirements) – Page 2

12.

Independent Contractors Protective Liability

In addition to the requirements set forth above, Design-Builder is prohibited from using the following with regard to the CGL insurance policy:

1.             Progressive Injury/Damage exclusion

2.             Limitation on coverage to designated premises

3.             Prior Work/injury/Damage exclusion

C.       AUTOMOBILE LIABILITY

Design-Builder shall provide and maintain during the term of the Work, including any warranty periods, business automobile liability insurance on a standard form (approved by the law of the state in which the Project is located) with coverage for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle:

1.       Coverage shall be for all owned, hired and non-owned vehicles.

(a)           Additional insured endorsement

(b)          Blanket waiver of subrogation

(c)           Contractual liability

2.       Limits of liability shall not be less than:

$1,000,000 Each occurrence. Bodily Injury and property damage combined.

Additional insured and waiver of subrogation endorsements in favor of the Owner is required.

D.       “UMBRELLA” EXCESS LIABILITY POLICY

Design-Builder shall provide and maintain during the term of the Work, including any warranty periods, excess liability insurance coverage on a policy follow form acceptable to Owner, providing coverage in excess of the limits specified above (for CGL, Automobile Liability and Employers Liability). Such policy shall have the same inception and expiration dates as the underlying liability policies and coverage no less broad than those in the primary policies or program (shall include “Following Form” language to the primary policy). Minimum limits shall be:

$5,000,000 Each Occurrence

$5,000,000 Completed Operations Aggregate

$5,000,000 Annual Aggregate

Additional insured status and waiver of subrogation endorsements in favor of the Owner is required. This policy will provide that if the underlying coverage is exhausted, the excess coverage will drop down as primary insurance, and that the policy will not be materially modifiable or cancelable without thirty (30) days’ prior written notice to Owner and ten (10) days for nonpayment of premium.

Exhibit L (Insurance Requirements) – Page 3

E.              “PROPERTY/BUILDER’S RISK INSURANCE”

Party Providing Builder’s Risk: Owner

F.              DESIGN-BUILDER’S POLLUTION LIABILITY

Design-Builder shall provide and maintain during the term of the Work and a thirty (30) day extended reporting period, pollution liability insurance coverage, including mold coverage, with the following minimum limits:

A policy covering sudden and accidental pollution in the amount of $5,000,000 per loss and $5,000,000 in the aggregate.

Such insurance will include pollution legal liability, third-party claims for bodily injury and property damage; remediation costs (clean-up); and first party discovery and third-party claims. Completed operations coverage will remain in effect for no less than 5 years after Final Completion. Owner will be named as an additional insured and the policy will have a retroactive date before the start of the Work.

G.             DESIGN-BUILDER’S PROFESSIONAL LIABILITY INSURANCE

For any scopes of Work in which Design-Builder or its subcontractors are required to provide design or design/build, engineering, architectural, and other professional operations/activities. Design-Builder shall procure and maintain professional liability insurance written on a claims-made basis covering the performance of professional services and shall be no less than the following limits:

$5,000,000 per claim

$5,000,000 in the aggregate

Such coverage shall have a retroactive date no later than the commencement of professional services under this Agreement and shall be maintained continuously throughout the performance of the Work. Design-Builder shall maintain such coverage, or an extended reporting period endorsement, for a period of not less than two (2) years following Final Completion. A waiver of subrogation in favor of the Owner is required. This requirement may be satisfied by the applicable subcontractor’s insurance policy.

H.             ADDITIONAL TERMS AND CONDITIONS APPLYING TO ALL INSURANCE:

Exhibit L (Insurance Requirements) – Page 4

Exhibit L (Insurance Requirements) – Page 5

Exhibit L (Insurance Requirements) – Page 6

Exhibit L (Insurance Requirements) – Page 7

[End of Document]

Exhibit L (Insurance Requirements) – Page 8

EXHIBIT M

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

See attached duly executed Non-Disclosure and Confidentiality Agreement.

Exhibit M (Non-Disclosure and Confidentiality Agreement)

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure and Confidentiality Agreement (this “Agreement”) is made as of the Effective Date set forth below by and between Applied Optoelectronics, Inc. (“AOT”), and the person or entity identified below (“COMPANY”), each of which represents that it has certain unique ideas, know how, trade secrets and proprietary information relating to its business and its business operations (“Confidential Information,” as is further defined below). The person or entity disclosing Confidential Information (the “Discloser”) agrees to disclose Confidential Information to the recipient (“Recipient”), and Recipient agrees to accept the Confidential Information, all subject to the following terms and conditions:

1. Recipient stands in a confidential relationship with Discloser and agrees to the terms and conditions set forth in this agreement. The sole purpose of evaluating the Confidential Information is to determine whether and on what terms Discloser and Recipient could enter into a formal business relationship (the "Purpose").

2. Recipient shall hold in confidence all Confidential Information that it receives or learns in whatever form. Recipient shall not use the Confidential Information except for the Purpose. Recipient shall not disclose the Confidential Information to any third party, except employees of Recipient necessary to accomplish the Purpose.

3. Recipient shall take measures at least as stringent as the measures it takes to preserve its own proprietary information, and in no event less than reasonable measures, to safeguard the Confidential Information against unauthorized use or disclosure.

4. The Recipient shall (a) restrict disclosure of the Confidential Information to those employees and consultants (including employees and consultants of wholly owned subsidiaries of the Recipient) who are directly responsible for the Recipient's fulfillment of the Purpose (defined above) and who are bound, whether as a condition of their employment/consultancy or otherwise, by a written non-disclosure agreement of at least equal scope to this Agreement and which extends to the Confidential Information; and (b) disclose the Confidential Information only to the extent it is strictly necessary for each of such employees and/or consultants to perform such duties for the Recipient. Notwithstanding the foregoing, the Recipient shall be jointly liable to the Discloser with each of the Recipient's employees, former employees, consultants and former consultants at all times, regardless of termination of any labor, employment, consultancy or other relationship, for any breach of confidentiality or non-disclosure obligations by any such person in connection with the Confidential Information.

5. All nonpublic information of any kind furnished by Discloser or any of its officers, employees, agents representatives, or subsidiaries to Recipient, whether orally or in writing, shall be Confidential Information governed by this Agreement. Information disclosed by the Discloser need not be marked "Confidential" or "Proprietary" to be considered Confidential Information; however, any information or materials specifically marked "Confidential", "Proprietary", or the like shall be deemed to be Confidential Information. In the event of a dispute, Recipient shall have the burden of proving the non-confidential nature of any information disclosed by Discloser to Recipient and characterized by Discloser as Confidential Information. Confidential Information includes but is not limited to nonpublic information about the Discloser or: (a) about its owners, officers, directors and employees; (b) about its business plans, actual or prospective licensees and other business customers, licensees, joint ventures, vendors and suppliers; (c) about its cost or pricing information; (d) about its market or competitive strategies and assessments; (e) about its research and development concepts, ideas, creations, discoveries, improvements, and enhancements (whether or not patentable or copyrightable); (f) all its negotiations, proposals and agreements between the parties, whether or not executed; and, (g) third-party information held in confidence by the Discloser.

6. Confidential Information does not include (a) information known to Recipient at the time of disclosure, which can be documented; (b) information learned by Recipient from a third party lawfully holding same and not disclosing same in violation of an obligation of confidentiality; (c) information that subsequently becomes generally known other than as the result of wrongful disclosure; and (d) information required to be disclosed publicly by law or regulation to the extent so disclosed, but only after prior written notice to Discloser of such requirement prior to such disclosure.

7. Nothing contained herein shall be deemed to be a license to Recipient of any patent, trade secret, know how or other intellectual property rights. Discloser makes no warranty or representation that the Confidential Information has any particular commercial value, or that any particular results will be achieved from the use of same. Recipient specifically further agrees that it shall not use the Confidential Information, in whole or in part, directly or indirectly, for any commercial, product development, or research and development purpose, except pursuant to and in accordance with the terms of a separate license, joint venture, distribution or other agreement with and signed by an authorized representative of Recipient.

8. Recipient shall return, cause to be returned, or, as directed by Discloser, at its option in writing to Recipient, destroy all Confidential Information (including any copies of Confidential Information and documents containing or reflecting the Confidential Information) at any time Discloser so requests. At Discloser's request, Recipient shall provide sworn certification, in a form reasonably acceptable to legal counsel of Discloser, that it has returned or, as allowed, destroyed all Confidential Information, that it no longer has Confidential Information in its possession, and that it has not used or disclosed Confidential Information in violation of this Agreement.

9. Discloser retains sole discretion as to what Confidential Information it shall disclose. Recipient shall immediately report to Discloser any known or suspected unauthorized use or disclosure of Confidential Information.

10. This Agreement is effective as of the Effective Date, but will be retroactive to the first date of disclosure of Confidential Information to the Recipient relating to the Purpose; and will automatically expire two (2) years from the Effective Date unless sooner terminated by either party giving thirty (30) days written notice to the other party of its intent to terminate this Agreement and specifying the effective date of such termination. Notwithstanding such termination, the obligations of the Recipient concerning confidentiality shall terminate five (5) years following receipt of the Confidential Information.

11. Recipient acknowledges that the restrictions contained in this Agreement are, in view of the nature of the business of the Discloser, reasonable and necessary to protect the legitimate interests of Discloser, and that any violation of any provisions of this Agreement will result in irreparable injury to Discloser. Recipient acknowledges that the Discloser shall be entitled to temporary and permanent injunctive relief and to an equitable accounting of all earnings, profits and other benefits or uses, advances or developments arising from any such violation, which rights shall be cumulative of and in addition to any other rights or remedies to which the Discloser may be entitled. In the event of such violation, the Discloser shall be entitled to commence action for temporary and permanent injunctive relief and other equitable relief in any court of competent jurisdiction.

12. Nothing in this Agreement will impair the right of Discloser to acquire, license, develop, manufacture, sell or distribute for itself or others similar technology performing the same or similar functions as the technology contemplated by this Agreement.

13. This is the entire agreement between the parties with respect to the matters herein; it supersedes all prior agreements and understandings; it may not be modified except by a writing signed by an officer of each party; and it shall be binding upon, and inure to the benefit of, the parties' respective successors. This agreement is not assignable by either party without the prior written consent of the other, except that either party shall have the right to assign this Agreement without the other party's consent to an affiliate or to the successor of its business. The rights and obligations herein are in addition to and not in lieu of the parties' other legal and equitable obligations to each other. This Agreement shall be governed and construed by the substantive law of the State of Texas, without regard to its choice of law rules. If any provision of this Agreement shall be finally held by a court of competent jurisdiction to invalid, unenforceable or otherwise contrary to law or equity, this Agreement shall be reformed automatically to cure or, as needed, delete such term and the remainder of this Agreement that can be given effect without the benefit of such term shall be given effect.

14. The individuals executing this Agreement agree to bind themselves thereby, and also represent and warrant that they are authorized to bind by his or her signature and do so bind the corporation, company, partnership or entity with which his or her signature is associated.

IN WITNESS WHEREOF, the parties hereto so agree by their duly authorized representatives.

EFFECTIVE DATE: September 30, 2025

EXHIBIT N

DISPUTE RESOLUTION REQUIREMENTS

Owner and Design-Builder do hereby agree that the dispute resolution procedures set out below shall be the sole and exclusive remedy for resolution of their differences in the event such differences shall arise on the Project. Owner and Design-Builder consent to such procedures with regard to any claims or disputes arising under the Design-Build Agreement (“Agreement”) or Design-Builder’s performance thereof. For the purposes of the terms of the Agreement and this Exhibit, such claim or dispute arising under the Contract shall be referred to herein as a " Dispute."

1.      Executive Meet and Confer. For any Dispute or other matter in question arising out of or related to this Agreement, the Project, or the services provided herein, the Parties shall provide written notice to the other party prior to instituting further dispute resolution as set forth herein below. Upon providing such notice of a Dispute, the parties will convene an in-person meeting of their respective principals, defined as the most senior project executives with authority to settle the claim, or other executive above project level, and attempt in good faith to resolve the issues or disputed items. The parties are encouraged, but not required, to provide documentation helpful to resolving such claim or dispute prior to the meeting of executives. Any Dispute not resolved by the principals within fifteen (15) days of such meeting, may proceed to further dispute resolution as set forth herein below. If the executive for one party does not respond to the request for a meeting within thirty (30) days, then the adverse party may seek further dispute resolution procedures as set forth herein below.

2.      Mediation Required Prior to Arbitration.

To the extent a Dispute is not resolved per the meeting of executives required above, the Parties agree to mediate any Dispute not resolved within fifteen (15) days after such meeting of executives as a condition precedent to arbitration. Mediation of any Dispute shall be initiated by any party making a written demand therefor to all other parties.

Any mediation shall be governed by the Construction Industry Mediation Rules of the American Arbitration Association (“AAA”) in effect at the time the Dispute arises, but filing with the AAA is not required, unless the parties are not able to agree upon a mediator. With respect to such mediation, the parties shall, within fifteen (15) days after demand is served on the other party, agree upon a mediator who is: (i) a reputable lawyer actively engaged in the practice of construction law for a continuous period of not less than ten years and (ii) is in no way affiliated, or has had material business dealings with Owner, Design-Builder, or any other party involved in the mediation, unless such connection is disclosed and the mediator is nonetheless agreed to by the parties. If the parties are unable to agree upon a mediator, the parties shall file a request with the AAA for mediation, and a mediator having the qualifications set forth above shall be appointed by the AAA office of Harris County, Houston, Texas. Such mediation shall occur within thirty (30) days after the mediator has been agreed upon or appointed and shall occur in Harris County, Houston, Texas at a mutually acceptable location reasonably convenient to the parties.

The costs of such mediation services shall be shared equally (but each party shall bear the cost of their own travel and attorneys' fees); provided, however, that, if the Dispute is not resolved pursuant to such mediation, the provisions of the Agreement or applicable law shall govern the payment of attorneys' fees and costs and expenses of mediation and arbitration hereunder.

Exhibit N (Dispute Resolution Requirements) – Page 1

3.      Selection of Arbitration.

Any Dispute not resolved by mediation as described in Section 2 above shall be decided by arbitration. Arbitration shall be in accordance with the Construction Industry Rules of the American Arbitration Association (“AAA”) and filed with the AAA.

4.      WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT ALLOWED BY LAW, THE PARTIES WAIVE TRIAL BY JURY AND SELECT ARBITRATION FOR ALL DISPUTES. TO THE EXTENT REQUIRED BY LAW, SHOULD THE PARTIES BE FORCED TO LITIGATE ANY DISPUTE, THEN THE JUDGE (NOT JURY) SHALL BE THE TRIER OF FACT.

5.      Arbitration.

Any Dispute not resolved per Section 1 and 2 above, shall be subject to arbitration governed by the Construction Industry Arbitration Rules of the AAA currently in effect, unless the parties mutually agree otherwise. Any demand for arbitration shall be filed in writing with the office of the AAA in Harris County, Houston, Texas with copies to all parties.

Arbitration shall be conducted with a single arbitrator unless the claim, demand, or amount in controversy in the aggregate exceeds $750,000, in which case a panel of three (3) arbitrators shall be used. In the event the amount in controversy exceeds $750,000 and the parties cannot mutually agree upon three panel members, the parties shall be required to obtain a list of proposed neutrals through the office of the AAA. The parties shall then proceed with the selection of panel members in accordance with AAA Construction Industry Arbitration Rules. Any arbitrator(s) utilized, whether appointed or agreed, must be a reputable person (or persons) actively engaged in the practice of construction law for a period of not of not less than ten years, and not had (or currently have) material business dealings with the Owner, Design-Builder, or any other party involved in the arbitration.

The arbitrator shall establish reasonable procedures and requirements for the production of relevant documents and require the exchange of information concerning witnesses to be called. The parties shall be entitled to discover all documents and information reasonably necessary for a full understanding of any legitimate issue raised in the arbitration and the parties may use all methods of discovery available under the Federal Rules of Civil Procedure and shall be governed thereby. There shall be a prehearing meeting be tween the parties at which the arbitrator shall make and set schedules for discovery and hearings consistent with their powers as set forth herein.

The Federal Rules of Evidence shall be applied by the arbitrator and construed to allow for the admission of admissible evidence that is helpful in resolving the controversy. Rulings on the admission of evidence made by the arbitrator at the hearing shall be final and not subject to any appeal.

The award rendered by the arbitrator or arbitrators shall be a reasoned award and final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

6.      Consolidation.

A Dispute may be consolidated with similar proceedings and resolved pursuant to the dispute resolution procedures contained in these Rules to include participation of the other construction or design professionals, subcontractors or consultants, and/or any other person or entity if such proceedings involve common issues of law or fact. Consent to consolidate proceedings involving an additional person or entity shall not constitute consent to resolve any claim, dispute or other matter in question other than the Dispute or with a person or entity not named or described therein.

Exhibit N (Dispute Resolution Requirements) – Page 2

7. General Provisions.

*END OF DOCUMENT*

Exhibit N (Dispute Resolution Requirements) – Page 3

EXHIBIT O

LANDLORD REQUIREMENTS

Design-Builder agrees to comply with the attached Landlord Requirements in its performance of the Work. Should any inconsistencies exist between the Landlord Requirements and Design-Build Documents, Design-Builder will contact Owner and discuss same.

Exhibit O (Landlord Requirements) – Page 1

EXHIBIT 0

RULES AND REGULATIONS

1. Any sidewalks, lobbies, passages and stairways shall not be obstructed or used by Tenant for any purpose other than ingress and egress from and to the Premises. Landlord shall in all cases retain the right to control or prevent access by all persons whose presence, in the reasonable judgment of Landlord, shall be prejudicial to the safety of the property.

2. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other service apparatus of any kind shall not be used for any purposes other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith or left in any lobbies, passages, elevators or stairways.

3. Tenant shall not impair in any way the fire safety system and shall comply with all safety, fire protection and evacuation procedures and regulations established by any governmental agency. No person shall go on the roof without Landlord's prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

4. Skylights, windows, doors and transoms shall not be covered or obstructed by Tenant, and Tenant shall not install any window covering which would affect the exterior appearance of the Building, except as approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed).

5. Without Landlord's prior written consent, Tenant shall not hang, install, mount, suspend or attach anything from or to any sprinkler, plumbing, utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches anything from or to any doors, windows, walls, floors or ceilings, Tenant shall spackle and sand all holes and repair any damage caused thereby or by the removal thereof at or prior to the expiration or termination of the Lease.

6. Tenant shall not change any locks nor place additional locks upon any doors without Landlord's prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

7. Neither Tenant nor its employees, agents or invitees shall disturb the occupants of the Building and/or the Project by the use of any loudspeakers, phonographs, radios or televisions, musical instruments, making of unseemly noises, use of flashing lights or searchlights or any other unreasonable use which can be heard or experienced outside of the Premises.

8. Except as expressly permitted pursuant to the terms of the Lease, Tenant shall not use nor keep in the Building any matter having an offensive odor, nor explosive or highly flammable material, nor shall any animals other than service dogs in the company of and assisting their disabled masters be brought into or kept in or about the property.

9. All wires installed by Tenant must be clearly tagged at the distributing boards and junction boxes and elsewhere where required by Landlord.

10. Tenant shall not place weights anywhere beyond the safe carrying capacity of the Building.

11. The use of rooms as sleeping quarters is strictly prohibited at all times.

Exhibit E - 1

12. Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from Tenant's area or public rooms regardless of whether or not such loss occurred when the area is locked from entry.

13. Tenant shall have the right, at Tenant's sole risk and responsibility, to use only Tenant Exclusive Parking Area. Tenant shall comply with all reasonable parking regulations promulgated by Landlord from time to time for the orderly use of the vehicle parking areas. Parked vehicles shall not be used for vending or any other business or other activity while parked in the parking areas. Vehicles shall be parked only in striped parking spaces, except for loading and unloading, which shall occur solely in zones marked for such purpose, and be so conducted as to not unreasonably interfere with traffic flow within the property or with loading and unloading areas of other tenants. Tenant may not operate any recreational vehicles around the Project. Tractor trailers shall be parked in areas designated for tractor trailer parking. Employee and tenant vehicles shall not be parked in spaces marked for visitor parking or other specific use. All vehicles entering or parking in the parking areas shall do so at owner's sole risk and Landlord assumes no responsibility for any damage, destruction, vandalism or theft. Tenant shall reasonably cooperate with Landlord in any reasonable measures implemented by Landlord to control abuse of the parking areas, including without limitation access control programs, tenant and guest vehicle identification programs, and validated parking programs, provided that no such validated parking program shall result in Tenant being charged for spaces to which it has a right to free use under its Lease. Each vehicle owner shall promptly respond to any sounding vehicle alarm or horn, and failure to do so may result in temporary or permanent exclusion of such vehicle from the parking areas. Any vehicle which violates the parking regulations may be cited, towed at the expense of the owner, temporarily or permanently excluded from the parking areas, or subject to other lawful consequence. All vehicles shall follow Landlord's designated points of entrance and exit and turn-arounds and circulation routes for the property.

14. Tenant may not repair any vehicle inside or outside the Premises.

15. No vehicular washing of any type will take place in the Premises including the truck apron and parking areas.

16. Pest control in the Premises is a Tenant expense.

17. Tenant and its employees, contractors and invitees shall not smoke in the Building nor at the Building entrances and exits or in any other areas around the Building designated by Landlord as nonsmoking areas.

18. Except as expressly permitted pursuant to the terms of the Lease, no item, including, but not limited to, vehicles, trailers, temporary structures, supplies or equipment, shall be stored outside the Premises within the Project without the express permission of the Landlord.

19. For purpose of good housekeeping, safety and cleanliness of the area outside the Premises and of the Common Areas, Tenant must keep all refuse and debris in containers. If Tenant fails in this respect, Landlord may give written notification to Tenant to clean up such refuse and debris. If Tenant does not remedy the situation within forty-eight (48) hours from receipt of such notification, Landlord retains the right to clean up the area and bill Tenant for such work.

20. Tenant shall keep and maintain Tenant's dumpster clean and painted with lids and doors in good working order and, at Landlord's request, locked. Landlord may screen, as an Operating Expense, the dumpster area.

Exhibit F - 2

21. Tenant shall provide Landlord with a written identification of any vendors engaged by Tenant to perform services for Tenant at the Premises (examples: cleaners, security guards/monitors, trash haulers, telecommunications installers/maintenance).

22. Tenant will furnish and maintain an adequate number of fire extinguishers in good operating condition as may be required by local, state and federal laws, ordinances, regulations and codes.

23. A person other than law enforcement who is licensed to can)/ a handgun may not enter the Project with a firearm that is carried openly.

24. Tenant shall provide, within ten (10) days after Landlord's request from time to time, reasonably requested energy and water consumption data and related information in connection with Tenant's use of the Premises performed by or on behalf of Tenant — all to be used for purposes of monitoring and improving building efficiencies.

25. The following items must be recycled according to the extent required by Governmental Regulations: (i) Paper; (ii) Cardboard, (iii) Plastics, (iv) Aluminum Cans/Metals; and (v) Glass. Landlord reserves the right to refuse to collect or accept from Tenant any trash that is not separated and sorted as required by Governmental Requirements. Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this paragraph.

26. With respect to heating, ventilation and cooling installed following the Lease Date, (i) Tenant shall be required to install equipment that meets or exceeds the minimum performance criteria of the ASHRAE Standard 90.1-2010, Energy Efficient Building Design and Construction, or applicable building code, whichever is more stringent; (ii) Tenant shall be required to install equipment that meets or exceeds the minimum performance criteria of the ASHRAE Standard 62.1-2010, Ventilation for Acceptable Indoor Air Quality, or applicable building code, whichever is more stringent; and (iii) any new rooftop unit ("RTU'') that services the Premises must meet the DOE Better Buildings Allowance High-Efficiency RTU Specifications.

27. Tenant shall be required to install mechanical ventilation equipment with zero use of chlorofluorocarbon (CFC)-based refrigerants.

28. Tenant shall cause all of its employees, agents and contractors to comply with these rules and regulations.

29. Landlord reserves the right to rescind, suspend or modify any rules or regulations and to make such other rules and regulations as, in Landlord's reasonable judgment, may from time to time be needed for the safety, care, maintenance, operation and cleanliness of the property, provided that, (i) the such other rules and regulations shall be commercially reasonable, non-arbitrary, and comparable to those for industrial parks in the Houston, Texas metropolitan area, (ii) such other rules and regulations will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements and conditions of this Lease, (iv) such other rules and regulations shall not impose any additional material monetary obligations on Tenant not contained in this Lease, and (v) in the event that such other rules and regulations differs from the terms of this Lease, the terms of this Lease shall be controlling. Notice of any action by Landlord referred to in this section, given to Tenant, shall have the same force and effect as if originally made a part of the foregoing Lease. New rules or regulations will not, however, be unreasonably inconsistent with the proper and rightful enjoyment of the Premises by Tenant under the Lease.

Exhibit E - 3

30. These rules and regulations are not intended to give Tenant any rights or claims in the event that Landlord does not enforce any of them against any other tenants or if Landlord does not have the right to enforce them against any other tenants and such non-enforcement will not constitute a waiver as to Tenant.

Exhibit E - 4