Form of Trademark License Agreement, by and among Applied Optoelectronics, Inc. Global Technology Co., Ltd., and Yuhan Optoelectronic Technology (Shanghai) Co., Ltd

Exhibit 10.1

PROJECT RADIANCE

APPLIED OPTOELECTRONICS INC. (as Licensor)

AND

GLOBAL TECHNOLOGY CO., LTD.

YUHAN OPTOELECTRONIC TECHNOLOGY (SHANGHAI) CO., LTD.
(裕汉光电子科技(上海)有限公司)

TRADEMARK LICENSE AGREEMENT

CONTENTS

THIS TRADEMARK LICENSEE AGREEMENT (this “Agreement”) is made on _________, 2022 (the “Execution Date”)

BETWEEN:

GT and the Buyer, are also hereinafter individually referred to as a “Licensee” and collectively as the “Licensees”. AOI and Licensees, are also hereinafter individually referred to as a “Party” and collectively as the “Parties”.

RECITALS:

NOW THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the Parties agree as follows:

“Affiliate” means, in relation to a person, any other person which, directly or indirectly, controls, is controlled by or is under the common control of the first-mentioned person, where “Control” means the ownership, directly or indirectly, of more than fifty per cent (50%) of the voting shares, registered capital or other equity interest of the relevant person, or the power to appoint or elect a majority of the directors, or otherwise to direct the management of the relevant person;

“Agreement Year” means the twelve (12) consecutive month period from 1 January through 31 December during the Term except for the first Agreement Year. The first Agreement Year shall mean the period from the Execution Date through December 31, 2022;

“Applicable Laws” means all applicable statutes and laws, and orders and regulations of any Governmental Authority;

“Business Day” means any day (other than a Saturday or Sunday or public holiday) on which banks are open for the transaction of normal business in the PRC, Hong Kong and the United States;

“Completion” means the completion of the sale and purchase of the Shares in accordance with the SPA;

“Governmental Authority” means any transnational, national or foreign federal, state, provincial, municipal or local government (including any subdivision, court, administrative agency, regulatory body (including any securities exchange) or commission or other authority thereof), or any quasi-governmental or private body exercising any regulatory, importing or other governmental or quasi-governmental authority;

“HKIAC” has the meaning given to it in clause 14.2;

“Intellectual Property Rights” means all of the following anywhere in the world: (a) all patents and applications for patents; (b) all copyrights and copyright registrations; (c) all trade dress and trade names, logos, internet addresses and domain names, social media addresses and handles, trademarks and service marks and related registrations and applications and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing; (d) rights of publicity; (e) all inventions, technology, recipes, trade secrets, processes and techniques; and (f) other intellectual property or similar proprietary rights;

“Licensed Marks” means the registered Marks listed in Part A of Appendix A and the pending Marks listed in Part B of Appendix A;

“Licensed Products” means any Transceivers Products that uses or bears one or more of the Licensed Marks, being more specifically described in the technical specifications and indices as specified in the report submitted by each Licensee according to clause 3.2;

“Licensee Marks” has the meaning given to it in clause 6.3;

“Licensor Standards” has the meaning given to it in clause 5.1;

“Licensed Territory” for each Licensed Mark means the country/jurisdiction where such Licensed Mark in Parts A or B of Appendix A is registered or to be registered;

“Marks” means all trade dress and trade names, logos, trademarks and service marks and related registrations and applications and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing;

“New Marks” has the meaning given to it in clause 3.4.1;

“Notice” has the meaning given to it in clause 13.1;

“PRC” the People’s Republic of China and solely for the purposes of this Agreement, excluding Hong Kong, Macau, and Taiwan;

“Rules” has the meaning given to it in clause 14.2;

“Shares” has the meaning set forth in the SPA;

“SPA” has the meaning given to it in Recitals;

“Sub-Assembly Products” has the meaning given to it in the SPA;

“Term” has the meaning given to it in clause 2.3;

“Third-Party Marks” has the meaning given to it in clause 6.3;

“Transceiver Business” has the meaning set forth in the SPA;

“Transceivers Products” has the meaning given to it in the SPA.

Licensor may, at its sole cost, file this Agreement and submit documents for filing to the competent trademark Governmental Authority upon effectiveness, modification or termination of this Agreement.

3.6

Unless otherwise specifically stipulated in this Agreement, each Licensee must not use, in any manner whatsoever, the trade mark “AOI” in logotype or in any other style, or the trademark known as the , or any other Marks, domain name, owned, controlled or used by Licensor or any other Licensor’s Affiliates, or any other word or mark similar thereto.

This Agreement is written in English. If this Agreement is translated into another language, the English version shall prevail.

This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the same agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, each of which shall constitute an original effective as of the date hereof.

APPLIED OPTOELECTRONICS, INC.

GLOBAL TECHNOLOGY CO., LTD.

YUHAN OPTOELECTRONIC TECHNOLOGY (SHANGHAI) CO., LTD. (裕汉光电子科技(上海)有限公司)

Signature Page to Trademark License Agreement

Appendix A

Part A

Part B