Blueprint





  Exhibit 10.4








CONFIDENTIAL TREATMENT REQUESTED


 



The confidential portions of this exhibit have been delivered
separately to the Securities and Exchange Commission pursuant to a
confidential application for confidential treatment in accordance
with Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 



REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN
[***].


 


 


TRADEMARK
LICENSE AGREEMENT – AMENDMENT 2


 



THIS AMENDMENT is made on August 8, 2016
between:


 



(1) 

MOTOROLA MOBILITY
LLC., a Delaware corporation, having its principal its principal
office at 222 West Merchandise Mart Plaza, Chicago, IL 60654 , USA
(“Motorola”); and






 



(2) 

ZOOM TELEPHONICS,
INC., a Delaware Corporation having its principal office at 207
South Street, Boston MA 02111 USA, and its wholly owned subsidiary
MTRLC LLC, a Delaware limited liability company, having an office
at 160 Greentree Drive, Suite 101, Dover, Delaware 19904 USA
(“Licensee”).






 


WHEREAS,
Licensee and Motorola entered into a Licensee Agreement for cable
modems and gateways, effective January 1, 2016 (the
“Agreement”), and;


 


WHEREAS,
the Parties intend to amend the Agreement upon the terms and
conditions contained herein.


 


NOW,
THEREFORE, in consideration of the promises and covenants set forth
herein, the adequacy of which is hereby acknowledged, the Parties
hereto agree as follows:


 




1.

Exhibit A to the
Agreement shall be deleted in its entirety and replaced with the
Attached Exhibit A.






 




2.

The following shall
be added as a new Section 6.5






 


“The Products
shall carry a unique identifier (e.g., a unique serial number or
date code) to distinguish them from other products offered,
provided or sold by Licensee, Licensor and/or third-party
licensees. Such unique identifiers shall be sufficient for Licensee
to fully and accurately track each Product through the distribution
chain to the end consumer, as well as in connection with all
post-sales, return, repair, customer support and other services
relating to the Products or the Manufacturer’s Warranty (as
defined herein). Licensee shall at its sole expense ensure that
Licensee as well as all Approved Manufacturers have implemented
systems sufficient to enable such tracking and to facilitate all
reporting to Licensor regarding the Products required under this
Agreement. Licensee shall at its sole expense promptly and fully
comply with all anti-counterfeiting programs and initiatives
relating to the Products as directed by Licensor in its sole
discretion. Licensee acknowledges and agrees that at a minimum, if
an Approved Manufacturer also sells or distributes the Product on
Licensee’s behalf, that such Approved Manufacturer shall
affix a serialized anti-counterfeiting label to such Product, and
comply with the Motorola’s anti-counterfeiting
program.”


 



 







 






 




3.

The terms of the
Agreement shall remain in full force and effect except as
specifically amended herein. Defined terms, not otherwise defined
herein, shall have the same meaning as set forth in the
Agreement.






 




4.

This Amendment is
binding on the respective parties, their permitted successors in
interest, assignees, executors, administrators and heirs of the
parties.






 




5.

This Amendment may
be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when
executed will be deemed to be an original but all of which taken
together will constitute one and the same agreement. This Amendment
may be executed and delivered by electronic mail (email) or
facsimile copies, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.






 


IN
WITNESS WHEREOF, the Parties haves caused this Amendment to be
executed by their duly authorized representatives on the dates
indicated below:


 


	

MOTOROLA
MOBILITY LLC.

	

ZOOM
TELEPHONICS, INC


 


	

 


By: /s/
Nadim Halabi_________________


           
Nadim
Halabi

	

 


BY: /s/
Frank Manning________________


            
Frank
Manning


	

 


Title:
Director, Trademark Licensing

	

 


Title:
President and CEO


 


	

 


Date:
August 16, 2016

	

 


Date:
August 12, 2016







 


 




 








 







EXHIBIT A



(Revised by Amendment #2)


 



License between Motorola and Zoom Telephonics, Inc.


 



Products:




1)

Broadband cable
modems, including standalone cable
modems; cable modems containing routers; and cable set-top boxes
containing cable modems.








2)

Routers, including
wireless (Wi-Fi), wired, and routers with built-in cellular
modems.








3)

Wi-Fi range
extenders.








4)

Home powerline
network adaptors (i.e. a device that extends wired or wireless
broadband connections to an AC outlet using the existing electrical
wiring).








5)

Wireless access
points (i.e. networking
hardware devices that
allow a Wi-Fi enabled device to
connect to a wired network). 






 



All of the foregoing shall be consumer-grade, and designed for and
intended for use by consumers. Broadband cable Modems may or may
not include voice, Packetcable, or EMTA capability, provided such
modems shall not be marketed or bundled with wireless, corded or
cordless phones, or otherwise as an end-to-end solution for making
phone calls.


 



Territory: Worldwide


 



Authorized Channels:




1)

Retail and cable
operator stores, including department stores (e.g. Sears), chain
consumer electronics stores (e.g. Best Buy), cable operator stores
(e.g. Comcast), etailers (e.g. Amazon), warehouse clubs (e.g.
Costco), Shop-at-home TV channels (e.g. QVC) and general
merchandise stores (e.g. Walmart), but specifically excluding deep
discount retailers, and liquidators (e.g. Big Lots).








2)

Service providers
(e.g. Comcast)








3)

Distributors to
these channels (e.g. Ingram).






 



Royalty Rate:


 



●

[*.*]% of Net Sales
for Products sold for use in the [*****], [*****], [*****],
[*****], [*****], [*****], [*****], and the countries,










territories and
special sovereign areas of [*****], including
[*************************************
*********************










************************************************************************************************************










************************************************************************************************************










***********************************************************************************************************].






 



●

[*]% of Net Sales
for Products sold for use in the rest of the World.






 


 




 








 







Minimum Royalty: $17 million, broken down as
follows:


 




●

2016:
$2M








●

2017:
$3M








●

2018:
$3.5M








●

2019:
$4.0M








●

2020:
$4.5M






 



Set-Up Fee: $[******], paid January 2016.


 



Term: January 1, 2016 – Dec 31, 2020


 



Sales Year: Jan. to December 31.