Exhibit 10.3


 


TRADEMARK LICENSE AGREEMENT


 


June 16, 2021


 


The parties to this Trademark
License Agreement (the “Agreement”) are:


 


		•	Angel Oak Companies, LP f/k/a Angel Oak Companies LLC, a Delaware limited partnership with a principal
place of business at 3344 Peachtree Road NE, Suite 1725, Atlanta, GA 30326 (“Angel Oak”); and



 


		•	Angel Oak Mortgage, Inc., a Maryland corporation with a principal place of business at 3344
Peachtree Road NE, Suite 1725, Atlanta, GA 30326 (“Licensee”).



 


Angel Oak and Licensee may be referred to individually
as a “Party” or collectively as the “Parties.”


 


This Agreement is effective
as of the date first written above (the “Effective Date”).


 


WHEREAS,
Angel Oak is the owner of all rights in and to the ANGEL OAK word and design marks, both standing alone and in combination with other
terms and/or design elements (the “Angel Oak Marks”), which it has used continuously in United States commerce since
at least as early as 2014 in connection with mortgage banking services, namely, origination, acquisition, servicing, securitization and
brokerage of mortgage loans; and strategic financial advisory services; and/or a logo consisting of a circle containing a stylized image
of an oak tree with white branches extending up and out from either side of a white trunk surrounded by various geometric shapes in light
blue and darker blue representing leaves.


 


WHEREAS,
in addition to its strong common law rights in the Angel Oak Marks, Angel Oak is the owner of U.S. Trademark and Service Mark Registration
Nos. 5,518,322 and 5,508,482;


 


NOW
THEREFORE, in consideration of the representations, promises, and covenants set forth in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.      Definitions.
In addition to the definitions set forth elsewhere in this Agreement, the following definitions shall apply to this Agreement:


 


(a)          “Affiliate”
shall have the meaning specified in Rule 501(b) under the Securities Act of 1933, as amended.


 


(b)          “Branded
Services” means any Permitted Services branded with the Licensed Marks.


 


(c)          “Licensed
Marks” means the Angel Oak Marks.


 


(d)          “Territory”
means the lesser of worldwide and wherever Angel Oak is the owner of the Licensed Marks.


 






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2.      License.
Angel Oak grants to Licensee a non-exclusive, non-transferrable, non-sublicensable, royalty-free license to use the Licensed Marks in
the Territory for promoting, providing, or otherwise commercializing mortgage services and real estate investment services, in accordance
with all applicable laws and regulations within the Territory, including as part of the corporate name or trade name “Angel Oak
Mortgage,” “Angel Oak Mortgage, Inc.,” “Angel Oak Mortgage REIT” or “AOMR” (the “Permitted
Services”). Licensee shall make no other uses of the Licensed Marks without explicit, written permission from Angel Oak. During
the term of this Agreement, Licensee may use the ticker symbol “AOMR” to identify itself on the New York Stock Exchange or
any other stock exchange approved in writing by Angel Oak, such approval not to be unreasonably withheld or delayed.


 


3.      Quality
Control.


 


(a)          All
uses by Licensee of the Licensed Marks and the Branded Services shall be of high and uniform quality, and Licensee shall maintain the
high-quality reputation and distinctive quality of the Licensed Marks and the goodwill of Angel Oak associated therewith.


 


(b)         Licensee
shall provide all Branded Services in accordance with Angel Oak’s quality control standards (the “Standards”).
At the request of Angel Oak, Licensee shall provide to Angel Oak for approval a sample of any use of the Licensed Marks prior to making
such use.


 


(c)          Angel
Oak has the right, but not the obligation, to inspect the Branded Services provided by Licensee pursuant to this Agreement to ensure that
Licensee is complying with the terms of this Agreement and the Standards. If Angel Oak believes in good faith that Licensee is not providing
or offering the Branded Services in compliance with the terms of this Agreement and/or the Standards, within fifteen (15) days after receipt
of Angel Oak’s written notice, Licensee shall take action to remedy the situation to ensure compliance with this Agreement and the
Standards.


 


(d)           Licensee
shall render, provide, and sell the Branded Services in accordance with all applicable laws and regulations.


 


4.     Term
and Termination.


 


(a)         The
term of this Agreement shall begin as of the Effective Date and shall continue in perpetuity, unless termination occurs pursuant to the
other provisions of this Section 4.


 


(b)         This
Agreement may be terminated by Angel Oak without cause and in its sole judgment after thirty (30) days’ written notice to Licensee
or immediately if Angel Oak believes that Licensee is using the Licensed Marks improperly or is in material breach of this Agreement.


 


(c)         This
Agreement shall terminate immediately if (i) Falcons I, LLC or another Affiliate of Angel Oak is no longer acting as manager (any
such entity, the “Manager”) to Licensee under the Management Agreement, dated as of June 21, 2021 (as the same
may be amended, modified or otherwise restated, the “Management Agreement”), or a similar agreement that replaces the
Management Agreement in the event the Management Agreement is terminated and so replaced, or (ii) if the Manager is no longer an
Affiliate of Angel Oak. Upon notification of termination or non-renewal of the Management Agreement by Licensee to Manager, Angel Oak
may elect to effect termination of this Agreement immediately at any time after 30 days from the date of such notification.


 






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(d)          After
termination of this Agreement, Licensee shall (i) cease use of the Licensed Marks in any manner and (ii) cease all use of the
ticker symbol “AOMR” in connection with the New York Stock Exchange or any other applicable exchange.


 


5.    Ownership
of Angel Oak Marks. Angel Oak has the sole right to maintain, at its own cost, the U.S. Trademark Registrations and any other registrations
of the Angel Oak Marks. Licensee’s use of the Licensed Marks shall inure to the benefit of Angel Oak, and Licensee shall not seek
to register (and shall not assist or cooperate with any third party in that third party’s registration of) the Licensed Marks or
any marks that are confusingly similar to the Angel Oak Marks or any variation, transliteration, or translation of the Angel Oak Marks,
anywhere in the world under Licensee or the third party’s name without the express written consent of Angel Oak. For the avoidance
of doubt, Angel Oak has no duty to maintain the U.S. Trademark Registrations or any other registrations of the Angel Oak Marks.


 


6.    Acknowledgement
of Angel Oak’s Rights. Licensee agrees and acknowledges that Angel Oak exclusively owns the Angel Oak Marks. Licensee shall
not represent that it has any ownership interest in the Angel Oak Marks and shall not directly or indirectly challenge the validity of
the Angel Oak Marks or any applications or registrations of the Angel Oak Marks. Licensee shall always attribute the Licensed Marks as
being Angel Oak’s trademarks and under license from Angel Oak in any written marketing or promotional materials provided to the
public. Licensee agrees that Angel Oak shall own any foreign language transliteration or translation of the Licensed Marks, and any use
by Licensee of any foreign language transliteration or translation of the Licensed Marks shall inure to the exclusive benefit of Angel
Oak.


 


7.    Domain
Names. Licensee shall not register any domain name(s) containing or consisting of any of the Angel Oak Marks without Angel Oak’s
written permission. Angel Oak explicitly provides permission for Licensee to use the Angel Oak Marks in connection with the following
domain names: www.angeloakmortgageinc.com; www.aomi.com;
www.angeloakreit.com; www.aomr.com; www.aoakreit.com;
www.aoreit.com; www.aor.com; www.angeloakmortgagereit.com.


 


8.    Infringements.
Licensee shall promptly notify Angel Oak of any actual or threatened infringement of the Licensed Marks in the Territory should it become
aware of any such actual or threatened infringement.


 


9.    Claims
Against Licensee. Licensee shall promptly notify Angel Oak of any actual or threatened claim based upon Licensee’s use of the
Licensed Marks or of any suit, action, or proceeding brought against Licensee arising out of or related to the Branded Services.


 


10.   Indemnification.
Licensee shall defend, indemnify, and hold Angel Oak harmless from and against any and all damages, claims, and other losses and liabilities
(including but not limited to attorneys’ fees) arising out of or incurred in connection with (i) Licensee’s actions or
omissions in connection with the Licensed Marks and/or the Branded Services; and (ii) any breach of any representation, warranty,
covenant, or agreement made by Licensee in this Agreement.


 






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11.   Notices.
The Parties shall send all permitted or required notices by electronic mail or by overnight courier to the following addresses:


 


	
    To Angel Oak:

     

    Angel Oak Companies, LP

    c/o Dory S. Black, General Counsel

    3344 Peachtree Road NE, Suite 1725

    Atlanta, GA 30326

    e-mail: dory.black@angeloakcapital.com
	
    To Licensee:

     

    Angel Oak Mortgage, Inc.

    c/o Brandon Filson, Chief Financial Officer

    3344 Peachtree Road NE, Suite 1725

    Atlanta, GA 30326

    e-mail: brandon.filson@angeloakcapital.com



 


Notice shall be deemed to have been given twenty-four
(24) hours after successful electronic mail transmission or at the time of delivery by overnight courier.


 


12.   Representations
and Warranties. The Parties each represent and warrant that they have the full power and authority to bind, execute, and deliver this
Agreement and to perform all obligations under this Agreement. Licensee further represents and warrants that Licensee shall have all the
necessary registrations and licenses from applicable governmental authority within the applicable Territory to operate the Branded Services
and shall operate Branded Services in accordance with all applicable laws and regulations


 


13.   Governing
Law and Venue. This Agreement is governed by the federal trademark laws of the United States as to trademark matters, and the laws
of the United States and the State of Georgia as to contract formation, interpretation, and construction matters, without regard to conflict
or choice of law rules. Any claim or controversy relating in any way to this Agreement shall be litigated in the federal courts of the
Northern District of Georgia, and the Parties irrevocably and unconditionally consent to the exclusive jurisdiction of those courts for
the purpose of resolving such claim or controversy. The Parties further waive any defense or objection otherwise available based on venue
or the doctrine of forum non conveniens.


 


14.    No
Joint Venture. Under this Agreement, the relationship between the Parties is trademark licensor and trademark licensee. Neither Party
is an agent of the other Party for purposes of this Agreement.


 


15.    No
Waiver. No failure to exercise and no delay in exercising any right under this Agreement shall operate as a waiver of that right,
nor shall any failure to exercise, or partial exercise, of any right under this Agreement preclude any other or further exercise of that
right or the exercise of any other right. Nothing in this Agreement shall be deemed to limit or restrict in any way Angel Oak’s
ability to enforce its intellectual property rights.


 


16.    Severability.
In the event that any term or provision of this Agreement is declared void or unenforceable by any court of competent jurisdiction, that
term or provision shall be deemed stricken from this Agreement without in any way invalidating or impairing the remaining terms or provisions
and the Parties agree to negotiate in good faith for a legal and enforceable substitute provision that most nearly conforms to the Parties’
intention in entering into this Agreement.


 






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17.    Paragraph
Titles. The paragraph titles in this Agreement are for convenience only and have no legal or contractual effect


 


18.   Entire
Agreement. This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter of
this Agreement, whether oral or written, and it supersedes, cancels, and replaces any and all prior agreements or understandings between
the Parties pertaining to the subject matter of this Agreement. No modification or addition to this Agreement shall be deemed to be effective
unless in writing and signed by both of the Parties.


 


19.   Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together
shall constitute one and the same document. This Agreement may be transmitted by electronic means in PDF format, and reproduction of signatures
by electronic means in PDF format shall be treated as binding and as if original.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, each of the Parties has caused
this Agreement to be executed on its behalf by its duly authorized representative, as indicated below.


 


	ANGEL OAK COMPANIES, LP	 	ANGEL OAK MORTGAGE, INC.
	 	 	 
	By:	Angel Oak Managing Partner, Inc., its General Partner	 	 	 
	 	 	 	 	 
	By:	/s/ Dory Black	 	By:	/s/ Brandon Filson
	 	 	 	 	 
	Name:	Dory Black	 	Name:	Brandon Filson
	 	 	 	 	 
	Title:	General Counsel	 	Title:	Chief Financial Officer and Treasurer


 


[Signature Page to Trademark License Agreement]