Common use of Illegality; Impracticability Clause in Contracts

Illegality; Impracticability. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date hereof (or, if later, the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give written notice of such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 3.5 hereof, Indemnity.

Illegality; Impracticability. Notwithstanding If (a) for any other provision hereinreason the Bank shall determine (which determination shall be conclusive and binding absent manifest error) that (i) U.S. dollar deposits are not being offered to banks in the London Interbank Eurodollar market for the amount of the Note and for one month interest periods, if (ii) reasonable and adequate means do not exist for ascertaining the adoption LIBOR Rate or the Daily LIBOR Rate or (iii) the LIBOR Rate or the Daily LIBOR Rate does not adequately and fairly reflect the cost to the Bank of making or maintaining the Note at the LIBOR Rate or the Daily LIBOR Rate, as the case may be, or (b) after the date hereof, the introduction of, or any change in, any applicable law or any change in any Requirement of Law or in the interpretation or application administration thereof shall make it unlawfulby any Governmental Authority, or if compliance by any the Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from of any central bank or other such Governmental Authority occurring after the date hereof (orAuthority, if later, the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticableunlawful or impossible for the Bank to maintain any Fixed Rate LIBOR Loan or Variable Rate LIBOR Loan, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar Rate Loans as contemplated by this Agreement, (a) such then the Bank shall promptly give written notice of such circumstances thereof to Borrower and the Agent (which notice shall be withdrawn whenever City. Thereafter, until the Bank notifies the City that such circumstances no longer exist), (bx) the commitment obligation of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such the Bank to make available the LIBOR Rate or maintain Eurodollar Daily LIBOR Rate Loansand the right of the City to convert the Note and any portion thereof to, such Bank or continue the Note as a Fixed Rate LIBOR Loan or a Variable Rate LIBOR Loan shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and be suspended, (cy) such Bank's Loans then outstanding as Eurodollar Rate Loansthe portion of the Note, if any, bearing interest at the LIBOR Rate shall be deemed converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay (or immediately if the Bank determines that it may not lawfully maintain the Note or any portion thereof as a Fixed Rate LIBOR Loan or Variable Rate LIBOR Loan) to such Bank such amountsa loan bearing interest at the Alternate Base Rate plus the Applicable Margin and (z) the portion of the Note, if any, as may bearing interest at the Daily LIBOR Rate shall be required pursuant deemed converted to subsection 3.5 hereof, Indemnitya loan bearing interest at the Alternate Base Rate plus the Applicable Margin.

Illegality; Impracticability. Notwithstanding any other provision hereincontained in this Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make if: (i) it is unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after Official Body shall determine that it is unlawful, for the date hereof Agent or any Bank to perform its obligations hereunder to make, renew, or convert Libor Rate Loans hereunder; or (or, if later, the ii) on any date on which a Libor Rate would otherwise be set, any Bank shall have in good faith determined (which determination shall be conclusive absent manifest error) that (a) adequate and reasonable means do not exist for ascertaining a Libor Rate, (b) a contingency has occurred which materially and adversely affects the interbank eurodollar market, or (c) the effective cost to such Bank becomes of funding a Bank pursuant proposed Libor Rate Loan exceeds the Libor Rate then (y) upon notice thereof to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch the Borrowing Agent in reasonable detail by the Agent or any affiliate thereofBank to the Borrowing Agent, the obligation of the Banks to make or maintain Eurodollar renew a Libor Rate Loan or to convert any type of Loan into a Libor Rate Loan shall be suspended while such condition continues to be in effect and the Banks shall thereafter be obligated to make Prime Rate Loans whenever any written notice requests a Libor Rate Loan and (z) upon demand therefor by the Agent to the Borrowing Agent, the Borrowers shall to the extent necessary either (i) forthwith prepay in full all Libor Rate Loans then outstanding, together with accrued interest thereon or (ii) request that the Banks, upon five (5) Business Days' notice, convert all Libor Rate Loans then outstanding into Prime Rate Loans. If any such prepayment or conversion of any Libor Rate Loans occur on a day other than the last day of the applicable Interest Period for such Loan, the Borrowers shall also pay to the Agent for the ratable benefit of the Banks such additional amounts as contemplated by this Agreement, set forth in Section 3.2(c). The Agent shall promptly notify the Borrowing Agent when any such condition set forth in clauses (a) such Bank shall promptly give written notice of such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically ceases to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Bank such amounts, if any, as may be required pursuant to subsection 3.5 hereof, Indemnity.exist; or

Illegality; Impracticability. Notwithstanding any other provision hereincontained in this Agreement other than Section 2.03(d) (which shall pre-empt this provision to the extent governed by the provisions thereof), if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make if: (a) it is unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after Official Body shall determine that it is unlawful, for the date hereof Agent or any Bank to perform its obligations hereunder to make, renew, or convert Loans hereunder; or (or, if later, the b) on any date on which a Libor Rateany rate hereunder would otherwise be set, Agent or Majority Banks shall have in good faith determined (which determination shall be conclusive absent manifest error) that (i) adequate and reasonable means do not exist for ascertaining such Bank becomes Libor Raterate, (ii) a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bankcontingency has occurred which materially and adversely affects the interbank markets, or its (iii) the effective cost to the applicable lending officeBanks of funding a proposed Libor Rate Loan exceeds the rate that would be applicable Libor Rate, branch or any affiliate thereofthen (y) upon notice thereof by the Agent to the Borrower, the obligation of the applicable Banks to make or maintain Eurodollar renew a Loan of a type or currency so affected or to convert any type of Loan or any Loan denominated in an Optional Currency into a Loan of a type or currency so affected shall terminate and the applicable Banks shall thereafter be obligated to make only Base Rate Loans as contemplated by this Agreement, (a) such Bank shall promptly give in Dollars whenever any written notice requests any type of such circumstances to Borrower Loans or any Loan denominated in an Optional Currency so affected and (z) upon written demand therefor by the Agent to the Borrower, the Borrower shall (which notice shall be withdrawn whenever i) forthwith prepay in full all Loans of the type or currency so affected then outstanding, together with interest accrued thereon or (ii) request that such circumstances no longer exist)the applicable Banks, upon five (b5) Business Days' notice, convert all Loans of the commitment of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make type or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans currency so affected then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate into Loans on the respective last days of the then current Interest Periods with respect to such Loans a type or within such earlier period as required by lawcurrency not so affected. If any such prepayment or conversion of a Eurodollar any LiborEurocurrency Rate Loan, BBSW Loan or CDOR Loan occurs on a any day which is not other than the last day of the then current applicable Interest Period with respect theretofor such Loan, or any such prepayment of a Daily Simple XXXXX Loan occurs other than on a date for the scheduled payment of interest thereon, the Borrower also shall pay to the Agent for the ratable benefit of the applicable Banks such Bank such amounts, if any, additional amounts as may be required pursuant to subsection 3.5 hereof, Indemnityset forth in Section 2.12(c) or (d).

Illegality; Impracticability. Notwithstanding any other provision herein(a) If the Bank shall determine (which determination shall, if upon notice thereof to the adoption Borrower be conclusive and binding on the Borrower) that the introduction of or any change in any Requirement of Law or in the interpretation of any Law or application thereof shall make it unlawfulother rule, regulation or if compliance by guideline of any Bank central bank or its applicable lending office, branch or any affiliate thereof with any request or directive other Official Body (whether or not having the force of law) from makes it unlawful, or any central bank or other Governmental Authority occurring after Official Body asserts that it is unlawful, for the date hereof (orBank to make, if latercontinue or maintain any LIBOR Rate Loan as, or to convert any Loan into, a LIBOR Rate Loan of a certain duration, the date on which obligations of the Bank to make, continue, maintain or convert into any such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any Bank, or its applicable lending office, branch or any affiliate thereof, to make or maintain Eurodollar LIBOR Rate Loans as contemplated by this Agreementshall, (a) upon such determination, forthwith be suspended until the Bank shall promptly give written notice of notify the Borrower that the circumstances causing such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances suspension no longer exist), (b) the commitment and all Loans that are LIBOR Rate Loans of such Bank hereunder to make Eurodollar Rate Loans, continue Eurodollar Rate Loans as such and type shall automatically convert into Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate Loans, if any, shall be converted automatically to Prime Rate Loans on at the respective last days end of the then current LIBOR Interest Periods with respect to such Loans thereto or within such earlier period as sooner, in each case, if required by law. If such Law or assertion. (b) With respect to the Term Loan and in the event that any such conversion of Borrower shall have requested a Eurodollar LIBOR Rate Loan occurs on a day which is in accordance with Section 2.01(d) hereof and the Bank, in its sole discretion, shall have determined that U.S. dollar deposits in the relevant amount and for the relevant LIBOR Interest Period are not available to the last day Bank in the London interbank market; or by reason of circumstances affecting the Bank in the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable to the relevant LIBOR Interest Period; or the LIBOR Rate no longer adequately and fairly reflects the Bank’s cost of funding loans; upon notice from the Bank to the Borrower, the obligations of the then current Interest Period Bank under Section 2.01 (d) and with respect theretoto the Term Loan to make or continue any Loans as, or to convert any Loans into, LIBOR Rate Loans of such duration shall forthwith be suspended until the Bank shall notify the Borrower shall pay to that the circumstances causing such Bank such amounts, if any, as may be required pursuant to subsection 3.5 hereof, Indemnitysuspension no longer exist.

Illegality; Impracticability. Notwithstanding In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any other provision herein, if the adoption portion of or any change in any Requirement a LIBOR Advance (i) has become unlawful as a result of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request law, treaty, governmental rule, regulation, guideline or directive order (whether or would conflict with any of the same not having the force of lawlaw even though the failure to comply therewith would not be unlawful) from any central bank or other Governmental Authority (ii) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date hereof (or, if later, of this Note materially and adversely affect the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any London interbank market or Bank, or its applicable lending office, branch or any affiliate thereof, 's ability to make or maintain Eurodollar Rate Loans as contemplated LIBOR Advances generally, then, and in any such event, Bank shall give notice (by this Agreementtelephone confirmed in writing (which may be delivered by electronic means)) to Borrower of such determination. Thereafter, (ax) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such Bank shall promptly give written notice of such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer existby Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate. WITNESS: By: Print Name: Name: Xxxxxx Xxxxx Title: Chief Financial officer By: Print Name: Name: Xxxxx Xxx Title: Vice President, General Counsel and Secretary Borrower: Applied Optoelectronics, Inc. Note Number: 00005 Account Number 9700029240 BB&T ADDRESS: 0000 Xxxx Xxxxxx Blvd Sugar Land , Texas Xxxxx Xxxx, Xxxxx 00000 APPLIED OPTOELECTRONICS, INC. (whether one or more, the “Borrower”) HEREBY REPRESENTS THAT THE LOAN EVIDENCED BY THIS PROMISSORY NOTE (“Note”) IS BEING OBTAINED FOR BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. For value received, Borrower, jointly and severally if more than one, promises to pay to BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (including its successors and assigns, hereinafter referred to as “Bank”), or order, at any of Bank’s offices in the above referenced city (bor such other place or places that may be hereafter designated by Bank), the sum of Twenty-Six Million and no/100 Dollars ($26,000,000.00), or such lesser amount outstanding at maturity, in immediately available currency of the United States of America. ☐ Borrower shall pay a prepayment fee as set forth in the Prepayment Fee Addendum attached to this Note. ☐ Fixed rate of ____% per annum. ☐ Variable rate of the Bank's Prime Rate plus ____% per annum to be adjusted ____ as the Bank's Prime Rate changes. If checked here ☐, the interest rate will not exceed a(n) ☐ fixed ☐average maximum rate of ___% or a ☐ floating maximum rate of the commitment greater of ___% or the Bank's Prime Rate; and the interest rate will not decrease below a fixed minimum rate of ___%. If an average maximum rate is specified, a determination of any required reimbursement of interest by Bank will be made: ☐ when the Promissory Note is repaid in full by Borrower ☐ annually beginning on ____. ☐ Fixed rate of ____% per annum throught ____ which automatically converts on ____ to a variable rate equal to Bank’s Prime Rate plus ____% per annum which shall be adjusted ____ as such Prime Rate changes. ☒ The Adjusted LIBOR Rate as more specifically described in the Addendum to Note attached hereto and incorporated herein. ☐ Principal (plus any accrued interest not otherwise scheduled herein) is due in full at maturity on __________. ☒ Payable in consecutive monthly installments of ☐ Principal ☒ Principal and Interest commencing on the one-month anniversary of such CapEx Loan Advance, and continued on the same day of each calendar period thereafter, in fifty-nin (59) equal payments, each in an amount equal to 1/59th of the aggregate amount of such CapEx Loan Advance, with one final payment of all remaining principal and accrued interest due on the fifth (5th) anniversary of such CapEx Loan Advance. ☒ Accrued interest is payable ____ commencing on ____, and continuing on the same day of each calendar period thereafter, with one final payment of all remaining interest due on _____________.. ☒ Bank reserves the right in its sole discretion to adjust the fixed payment due hereunder with respect to make Eurodollar Rate Loanssuch CapEx Loan Advance monthly on the one-month anniversary of such CapEx Loan Advance and continuing on the same day of each calendar period thereafter, continue Eurodollar Rate Loans in order to maintain an amortization period of no more than sixty (60) months from the date of this Note. Borrower understands the payment may increase if interest rates increase. ☐ This Note evidences a revolving line of credit and advances under this Note, as such well as directions for payment from Borrower’s accounts, may be requested orally or in writing by Borrower. Bank may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either (i) advanced in accordance with the instructions of an authorized person or (ii) credited to any of Borrower’s accounts maintained with Bank. Prior to an Event of Default (as defined in the Loan Agreement, as hereinafter defined), Borrower may borrow, repay, and convert Prime Rate Loans reborrow pursuant to Eurodollar Rate Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate the terms of the Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate LoansAgreement, if any, shall be converted as hereinafter defined. ☒ Borrower hereby authorizes Bank to automatically to Prime Rate Loans draft from its demand deposit or savings account(s) maintained with Bank or another bank, any payment(s), including late fees and other fees and charges due under this Note on the respective last date(s) due. Borrower shall provide appropriate account number(s) for account(s) at Bank or another bank. ☐ ____. Borrower shall pay to Bank, or order, a late fee in the amount of five percent (5.0%) of any installment past due for ten (10) or more days of after written notice is received by Borrower regarding same. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the then current Interest Periods with respect to such Loans or within such earlier period as required by lawpast due balance. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect theretoIn addition, Borrower shall pay to Bank a returned payment fee (currently $25.00) if Borrower or any other obligor hereon makes any payment at any time by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds. Bank shall not be obligated to accept any check, money order, or other payment instrument marked “payment in full” on any disputed amount due hereunder, and Bank expressly reserves the right to reject all such payment instruments. Borrower agrees that tender of its check or other payment instrument so marked will not satisfy or discharge its obligation under this Note, disputed or otherwise, even if such check or payment instrument is inadvertently processed by Bank unless such amountspayment is in fact sufficient to pay the amount due hereunder. All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. In the event periodic accruals of interest shall exceed any periodic fixed payment amount described above, if anythe fixed payment amount shall be immediately increased, or additional supplemental interest payments required on the same periodic basis as may specified above (increased fixed payments or supplemental payments to be required pursuant determined in Bank’s sole discretion), in such amounts and at such times as shall be necessary to subsection 3.5 hereofpay all accruals of interest for the period and all accruals of unpaid interest from previous periods. Such adjustments to the fixed payment amount or supplemental payments shall remain in effect for so long as any interest accruals shall exceed the original fixed payment amount and shall be further adjusted upward or downward to reflect changes in any variable interest rate based on an index such as Bank’s Prime Rate or the One Month LIBOR; provided that unless elected otherwise above, Indemnitythe fixed payment amount shall not be reduced below the original fixed payment amount. However, Bank shall have the right, in its sole discretion, to lower the fixed payment amount below the original payment amount.

Illegality; Impracticability. Notwithstanding In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any other provision herein, if the adoption portion of or any change in any Requirement a LIBOR Advance (i) has become unlawful as a result of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request law, treaty, governmental rule, regulation, guideline or directive order (whether or would conflict with any of the same not having the force of lawlaw even though the failure to comply therewith would not be unlawful) from any central bank or other Governmental Authority (ii) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date hereof (or, if later, of this Note materially and adversely affect the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any London interbank market or Bank, or its applicable lending office, branch or any affiliate thereof, 's ability to make or maintain Eurodollar Rate Loans as contemplated LIBOR Advances generally, then, and in any such event, Bank shall give notice (by this Agreementtelephone confirmed in writing (which may be delivered by electronic means)) to Borrower of such determination. Thereafter, (ax) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such Bank shall promptly give written notice of such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer existby Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate. WITNESS: By: Print Name: Name: Xxxxxx Xxxxx Title: Chief Financial officer By: Print Name: Name: Xxxxx Xxx Title: Vice President, General Counsel and Secretary Borrower: Applied Optoelectronics, Inc. Note Number: 00003 Account Number 9700029240 BB&T ADDRESS: 0000 Xxxx Xxxxxx Blvd Sugar Land , Texas Xxxxx Xxxx, Xxxxx 00000 APPLIED OPTOELECTRONICS, INC. (whether one or more, the “Borrower”) HEREBY REPRESENTS THAT THE LOAN EVIDENCED BY THIS PROMISSORY NOTE (“Note”) IS BEING OBTAINED FOR BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. For value received, Borrower, jointly and severally if more than one, promises to pay to BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (including its successors and assigns, hereinafter referred to as “Bank”), or order, at any of Bank’s offices in the above referenced city (bor such other place or places that may be hereafter designated by Bank), the sum of Twenty-Six Million and no/100 Dollars ($26,000,000.00), or such lesser amount outstanding at maturity, in immediately available currency of the United States of America. ☐ Borrower shall pay a prepayment fee as set forth in the Prepayment Fee Addendum attached to this Note. ☐ Fixed rate of ____% per annum. ☐ Variable rate of the Bank's Prime Rate plus ____% per annum to be adjusted ____ as the Bank's Prime Rate changes. If checked here ☐, the interest rate will not exceed a(n) ☐ fixed ☐average maximum rate of ___% or a ☐ floating maximum rate of the commitment greater of such ___% or the Bank's Prime Rate; and the interest rate will not decrease below a fixed minimum rate of ___%. If an average maximum rate is specified, a determination of any required reimbursement of interest by Bank hereunder will be made: ☐ when the Promissory Note is repaid in full by Borrower ☐ annually beginning on ____. ☐ Fixed rate of ____% per annum through ____ which automatically converts on ____ to make Eurodollar a variable rate equal to Bank’s Prime Rate Loans, continue Eurodollar Rate Loans plus ____% per annum which shall be adjusted ____ as such and convert Prime Rate Loans changes. ☒ The Adjusted LIBOR Rate as more specifically described in the Addendum to Eurodollar Rate Loans shall forthwith Note attached hereto and incorporated herein. ☐ Principal (plus any accrued interest not otherwise scheduled herein) is due in full at maturity on __________. ☒ Payable in consecutive monthly installments of ☐ Principal ☒ Principal and Interest commencing on May 1, 2018, and continued on the same day of each calendar period thereafter, in seventy-one (71) equal principal payments of $179,166.67, together with accrued interest, with one final payment of all remaining principal and accrued interest due on April 1, 2024. ☒ Accrued interest is payable ____ commencing on ____, and continuing on the same day of each calendar period thereafter, with one final payment of all remaining interest due on _____________.. ☒ Bank reserves the right in its sole discretion to adjust the fixed payment due hereunder monthly on the first day of the calendar month and continuing on the same day of each calendar period thereafter, in order to maintain an amortization period of no more than one hundred twenty (120) months from the date of this Note. Borrower understands the payment may increase if interest rates increase. ☐ This Note evidences a revolving line of credit and advances under this Note, as well as directions for payment from Borrower’s accounts, may be canceled andrequested orally or in writing by Borrower. Bank may, until such time but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either (i) advanced in accordance with the instructions of an authorized person or (ii) credited to any of Borrower’s accounts maintained with Bank. Prior to an Event of Default (as it shall no longer be unlawful for such Bank defined in the Loan Agreement, as hereinafter defined), Borrower may borrow, repay, and reborrow pursuant to make or maintain Eurodollar Rate Loans, such Bank shall then have a commitment only to make a Prime Rate the terms of the Loan when a Eurodollar Rate Loan is requested and (c) such Bank's Loans then outstanding as Eurodollar Rate LoansAgreement, if any, shall be converted as hereinafter defined. ☒ Borrower hereby authorizes Bank to automatically to Prime Rate Loans draft from its demand deposit or savings account(s) maintained with Bank or another bank, any payment(s), including late fees and other fees and charges due under this Note on the respective last date(s) due. Borrower shall provide appropriate account number(s) for account(s) at Bank or another bank. ☐ ____. Borrower shall pay to Bank, or order, a late fee in the amount of five percent (5.0%) of any installment past due for ten (10) or more days of after written notice is received by Borrower regarding same. When any installment payment is past due for ten (10) or more days, subsequent payments shall first be applied to the then current Interest Periods with respect to such Loans or within such earlier period as required by lawpast due balance. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect theretoIn addition, Borrower shall pay to Bank a returned payment fee (currently $25.00) if Borrower or any other obligor hereon makes any payment at any time by check or other instrument, or by any electronic means, which is returned to Bank because of nonpayment due to nonsufficient funds. Bank shall not be obligated to accept any check, money order, or other payment instrument marked “payment in full” on any disputed amount due hereunder, and Bank expressly reserves the right to reject all such payment instruments. Borrower agrees that tender of its check or other payment instrument so marked will not satisfy or discharge its obligation under this Note, disputed or otherwise, even if such check or payment instrument is inadvertently processed by Bank unless such amountspayment is in fact sufficient to pay the amount due hereunder. All interest shall be computed and charged for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. In the event periodic accruals of interest shall exceed any periodic fixed payment amount described above, if anythe fixed payment amount shall be immediately increased, or additional supplemental interest payments required on the same periodic basis as may specified above (increased fixed payments or supplemental payments to be required pursuant determined in Bank’s sole discretion), in such amounts and at such times as shall be necessary to subsection 3.5 hereofpay all accruals of interest for the period and all accruals of unpaid interest from previous periods. Such adjustments to the fixed payment amount or supplemental payments shall remain in effect for so long as any interest accruals shall exceed the original fixed payment amount and shall be further adjusted upward or downward to reflect changes in any variable interest rate based on an index such as Bank’s Prime Rate or the One Month LIBOR; provided that unless elected otherwise above, Indemnitythe fixed payment amount shall not be reduced below the original fixed payment amount. However, Bank shall have the right, in its sole discretion, to lower the fixed payment amount below the original payment amount.

Illegality; Impracticability. Notwithstanding In the event that Bank shall determine, which determination shall be final, conclusive and binding, that the making, maintaining or continuance of any other provision herein, if the adoption portion of or any change in any Requirement a LIBOR Advance (i) has become unlawful as a result of Law or in the interpretation or application thereof shall make it unlawful, or if compliance by any Bank or its applicable lending office, branch or any affiliate thereof with any request law, treaty, governmental rule, regulation, guideline or directive order (whether or would conflict with any of the same not having the force of lawlaw even though the failure to comply therewith would not be unlawful) from any central bank or other Governmental Authority (ii) has become impracticable, or would cause Bank material hardship, as a result of contingencies occurring after the date hereof (or, if later, of this Note materially and adversely affect the date on which such Bank becomes a Bank pursuant to any permitted assignment) shall make it impracticable, for any London interbank market or Bank, or its applicable lending office, branch or any affiliate thereof, 's ability to make or maintain Eurodollar Rate Loans as contemplated LIBOR Advances generally, then, and in any such event, Bank shall give notice (by this Agreementtelephone confirmed in writing (which may be delivered by electronic means)) to Borrower of such determination. Thereafter, (ax) the obligation of Bank to make any LIBOR Advances or to convert any portion of the loan to a LIBOR Advance shall be suspended until such Bank shall promptly give written notice of such circumstances to Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer existby Bank, and (y) any request by Borrower for a LIBOR Advance shall be deemed to be a request for an advance at the Standard Rate. APPLIED OPTOELECTRONICS, INC. Name of Corporation WITNESS: By: Print Name: Name: Xxxxxx Xxxxx Title: Chief Financial officer By: Print Name: Name: Xxxxx Xxx Title: Vice President, General Counsel and Secretary EXHIBIT D Resolutions (See attached.) SECRETARY’S CERTIFICATE OF BOARD OF DIRECTORS RESOLUTIONS I, Xxxxx Xxx, DO HEREBY CERTIFY, that I am the Vice President, General Counsel and Secretary of APPLIED OPTOELECTRONICS, INC. (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, and am keeper of the records and seal thereof; that the following is a true, correct and complete copy of the resolutions duly adopted by the unanimous consent of all members of the Board of Directors of said Corporation effective as of March 30, 2018; and that said resolutions are still in full force and effect: (1) a First Amendment to Loan Agreement and First Amendment to Security Agreement (the “Amendment”) providing for the amendment of certain terms of that certain Loan Agreement dated September 28, 2017, between the Corporation and Bank (as at any time amended, the “Loan Agreement”), and that certain Security Agreement dated September 28, 2017, between the Corporation and Bank (as at any time amended, the “Security Agreement”), (b2) a Texas Deed of Trust and Security Agreement (as at any time amended, the commitment “Deed of such Bank hereunder to make Eurodollar Rate LoansTrust”), continue Eurodollar Rate Loans (3) an Assignment of Leases and Rents (as such and convert Prime Rate Loans to Eurodollar Rate Loans shall forthwith be canceled andat any time amended, until such time as it shall no longer be unlawful for such Bank to make or maintain Eurodollar Rate Loansthe “Assignment”), such Bank shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate Loan is requested and (c4) all other agreements, documents and instruments contemplated by or referred to in the Amendment, the Deed of Trust and the Assignment or executed by the Corporation in connection therewith; said Amendment and other agreements, documents and instruments to be substantially in the form presented by Bank with such Bank's Loans then outstanding as Eurodollar Rate Loansadditional, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans modified or within such earlier period as required by law. If any such conversion of a Eurodollar Rate Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Bank such amounts, if any, revised terms as may be required acceptable to any officer or director of the Corporation, as conclusively evidenced by his or her execution thereof; and (ii) to carry out, modify, amend or terminate any arrangements or agreements at any time existing between the Corporation and Bank. RESOLVED, that any arrangements, agreements, security agreements, or other instruments or documents referred to in or executed pursuant to subsection 3.5 hereofthe Amendment by Xx. Xxxxxx Xxxxx, IndemnityXxxxx Xxx, Xxxx Xxxxx, any other officer or director of the Corporation, or by an employee of the Corporation acting pursuant to delegation of authority, may be attested by such person and may contain such terms and provisions as such person shall, in his or her sole discretion, determine. RESOLVED, that the Loan Agreement and each amendment to the Loan Agreement, and the Security Agreement and each amendment to the Security Agreement, heretofore executed by any officer or director of the Corporation and any actions taken under the Loan Agreement and the Security Agreement as thereby amended are hereby ratified and approved.