Blueprint





 











Exhibit 10.1



 



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 3 (Revised)


 



THIS AMENDMENT is made on August 21, 2017
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 99 High
Street, Boston MA 02110 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.

Grant of License. Section 2.1 of the
Agreement shall be deleted in its entirety and replaced with the
following:






 


“2.1 Motorola
grants to Licensee, subject to the terms and conditions of this
Agreement, the exclusive (except as otherwise stated in Exhibit A),
non-assignable, limited right and license during the Term to use
the Trademarks upon the Products and in connection with the
manufacture, sale, marketing and distribution of the Products
through Authorized Channels in the Territory.”

 


 




2.

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






 




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,






 




 

1








 






 


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 21, 2017

	

Date:
August 14, 2017







 


 




 

2








 







EXHIBIT A



(Revised by Amendment #3)


 



License between Motorola and Zoom Telephonics, Inc.


 



Products:




1)

Modems—Consumer-Grade broadband
cable, DSL/ADSL/VDSL and cellular modems, including standalone
modems; modems containing routers
(i.e. gateways); and set-top boxes containing
modems.








2)

Routers—Consumer-Grade routers,
including wireless (Wi-Fi), wired, and routers with built-in Modems
(i.e. gateways).








3)

Wi-Fi Range
Extenders—Consumer-Grade Wi-Fi range
extenders.








4)

MoCa Adapters—Consumer-Grade

“Multimedia over Coax” adapters
for distributing internet access over coaxial TV cabling, with or
without WiFi capability.








5)

Powerline Network
Adaptors—Consumer-Grade home powerline network
adaptors (i.e. a device that extends wired or wireless broadband
connections to an AC outlet using the existing electrical
wiring).








6)

Wireless Access
Points—Consumer-Grade wireless access points (i.e.
networking
hardware devices that
allow a Wi-Fi enabled device to
connect to a wired network). 








7)

Cellular Sensors—Consumer-Grade
cellular sensors designed to detect environmental changes within
the home (e.g. temperature, pressure, movement, sound, water or gas
leaks) and to communicate such changes exclusively and directly via
a cellular network (i.e. not utilizing WiFi, DECT, BLE, or other
non-cellular communication protocol). The cellular sensor may or
may not have an ability to respond to commands such as sensor
threshold settings and sensor queries from Internet-attached
devices, and may include non-sensor devices such as LEDs, displays,
speakers, and relays that control connected devices such as
furnaces, heaters, fans, and/or air conditioners.






 


All of
the foregoing are subject to the following:




1)

“Consumer-Grade”
shall mean the product is designed, marketed, and sold for use by
consumers for their personal, family or household use, consumption
or enjoyment.








2)

Cellular modems and
routers shall not be designed or marketed for use as a fixed antenna or receiver within
automobiles to enable Wi-Fi connections within the
automobile.








3)

The license grant
for Cellular Sensors shall be non-exclusive..








4)

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. Macys), 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.






 



 

3







 






 



Minimum Royalty: $18.1 million, broken down as
follows:


 




●

2016:
$2M








●

2017:
$3M








●

2018:
$3.5M








●

2019:
$4.5M








●

2020:
$5.1M






 



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


 



Term: January 1, 2016 – Dec 31, 2020


 



Sales Year: Jan. to December 31.


 


 




 

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