ZAGG Inc (Form: 8-K, Received: 04/16/2020 16:10:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 13, 2020

ZAGG INC

(Exact name of registrant as specified in its charter)


Delaware	001-34528	20-2559624
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

910 West Legacy Center Way, Suite 500

Midvale, Utah 84047

(Address of principal executive offices, including zip code)

(801) 263-0699

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $.001 par value	ZAGG	The Nasdaq Global Select Market
(Title of each class)	(Trading symbol(s))	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 15, 2020, ZAGG Inc, a Delaware corporation (the “Company”), entered into a Cooperation Agreement with Roumell Asset Management, LLC and the other parties set forth therein (collectively, the “Roumell Parties”) and a Cooperation Agreement with AREX Capital Management, LP and the other parties set forth therein (collectively, the “Arex Parties” and together with the Roumell Parties, the “Cooperating Shareholders”). We refer to these agreements as the “Cooperation Agreements”. Pursuant to the Cooperation Agreements, the Company agreed to increase the size of its board of directors (the “Board”) to seven directors and to appoint Ronald Garriques and Edward Terino as independent directors to the Board effective immediately (the “New Directors”). The Company also agreed to appoint either or both of Mr. Garriques and Mr. Terino to each of the standing committees of the Board no later than May 1, 2020.

Pursuant to the Cooperation Agreement, the Cooperating Shareholders will vote at the 2020 Annual Meeting (the “Annual Meeting”) in favor of the Company’s director nominees, which will include the New Directors and, subject to certain conditions, in accordance with the Board’s recommendation on all other proposals other than certain extraordinary transactions if any such proposals are properly brought for consideration at the Annual Meeting. The Cooperating Shareholders also agreed, among other things, not to submit director nominations or proposals at any annual or special meeting during the Standstill Period (as defined below).

Additionally, each of the Cooperating Shareholders agreed to certain customary standstill provisions, effective as of the date of the Cooperation Agreements until the earlier of (i) fifteen (15) business days prior to the deadline under the Company’s bylaws for director nominations and stockholder proposals for its 2021 annual meeting of stockholders and (ii) the consummation of a merger, consolidation, reorganization or a similar extraordinary transaction (the “Standstill Period”), prohibiting each of the Cooperating Stockholders from, among other things and subject to certain exceptions, (a) engaging or participating in any solicitation of proxies with respect to the securities of the Company, (b) joining in any “group” or voting arrangement with respect to the securities of the Company, (c) proposing certain extraordinary transactions, (d) calling or seeking to call a special meeting of Company stockholders, (e) seeking Board representation other than as provided in the Cooperation Agreements, (f) influencing third parties with respect to the voting or disposition of the securities of the Company and (g) purchasing or otherwise acquiring or offering, seeking, proposing or agreeing to acquire, beneficial ownership of more than 9.99% the outstanding common stock of the Company.

The foregoing summaries of the Cooperation Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Cooperation Agreements, copies of which are attached as Exhibit 10.1 and 10.2 and are incorporated herein by reference.

The information set forth under item 2.03 of this Current Report on Form 8-K with respect to the Fourth Amendment Agreement (as defined below) is hereby incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Fourth Amendment Agreement to the Amended and Restated Credit and Security Agreement

On April 15, 2020, the Company, as borrower, entered into a Fourth Amendment Agreement (the “Fourth Amendment Agreement”) with KeyBank National Association (“KeyBank”), Zions Bancorporation, N.A. dba Zions First National Bank, and MUFG Union Bank, N.A. as the lenders, and KeyBank National Association as the administrative agent, to amend the Amended and Restated Credit and Security Agreement entered into on April 12, 2018, as amended by a First Amendment Agreement, a Second Amendment Agreement, and a Third Amendment Agreement entered into on November 28, 2018, August 30, 2019, and December 4, 2019, respectively (collectively, the “Credit Agreement”).

The Fourth Amendment Agreement increases the maximum borrowing amount of the secured revolving credit facility under the Credit Agreement (the “Revolver”) by $19,800,000 (the “Temporary Accordion”) from $125,000,000 to $144,800,000, with the Temporary Accordion amount available for the Company to use at the effective date of the Fourth Amendment Agreement. The Temporary Accordion’s maturity date is March 31, 2021.

Interest rates under the Fourth Amendment Agreement have been revised to add an additional 50 basis points to the prior rates set forth in the Credit Agreement. The applicable interest rate is based on the Company's Leverage Ratio as defined in the Credit Agreement.

As defined in the Fourth Amendment Agreement, the Asset Coverage Ratio was added as an additional debt covenant requirement, which is effective as of June 30, 2020.

The Fourth Amendment Agreement also includes a replacement benchmark rate to The London Interbank Offered Rate (“LIBOR”).

The Fourth Amendment Agreement also amends the Credit Agreement to allow the Company to enter into an agreement with the United States Small Business Administration (“SBA”) to obtain a loan under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company must maintain compliance under the SBA loans in all material respects with the applicable requirements of the CARES Act.

Except as amended by the Fourth Amendment Agreement, all terms and covenants of the Credit Agreement remain effective.

The Company entered into the Fourth Amendment Agreement to increase its liquidity capacity in order to maintain its current operations under the economic conditions caused by the recent COVID-19 pandemic.

A copy of the Amended and Restated Credit and Security Agreement was filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Company’s Current Report on Form 8-K on April 12, 2018. Copies of the previous amendments to the Amended and Restated Credit and Security Agreement were filed as exhibits to the Company’s Current Reports on Form 8-K on December 4, 2018, September 5, 2019 and December 4, 2019, respectively.

Small Business Administration Loan Under the CARES Act

On April 13, 2020, the Company entered into a loan agreement with the SBA under the Paycheck Protection Program of the CARES Act for a loan amount of $9,443,728 (the “PPP Loan”). The Company engaged KeyBank as the lender for the PPP Loan. The interest rate for the PPP Loan is 1% per annum, and the Company must pay $397,601 every month beginning seven months from the PPP Loan date, with the PPP Loan having a maturity date of two years from the PPP Loan date. The Company may also potentially obtain loan forgiveness for the PPP Loan if the Company meets certain requirements for eligible employees, as defined by the CARES Act. The loan is expected to fund in the next five business days.

The Company entered into the PPP Loan to help sustain its employee payroll costs, rent and utilities due to the impact of the recent COVID-19 pandemic.

The foregoing description of the Fourth Amendment Agreement and the PPP Loan is not complete and is subject to and qualified in its entirety by the complete terms of the Fourth Amendment Agreement and the PPP Loan, copies of which are attached hereto as Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Director Appointments

Pursuant to the Cooperation Agreement, the Company increased the size of the Board and appointed each of Mr. Garriques and Mr. Terino to the Board effective April 15, 2020 to fill the vacancies created by such increase. It is expected that either or both of Mr. Garriques and Mr. Terino will serve on each of the standing committees of the Board. As non-employee directors, each of Mr. Garriques and Mr. Terino will be entitled to receive the same compensation paid by the Company to each of its non-employee directors as described below. Mr. Garriques and Mr. Terino do not have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

(e) Compensatory Arrangements

On April 15, 2020, in light of the certainties related to the global COVID-19 pandemic, the Company announced temporary reductions in the annual base salaries of the Company’s executive officers, including its named executive officers, Chris Ahern (Chief Executive Officer), Taylor Smith (Chief Financial Officer) and Jim Kearns (Chief Operating Officer). Until further notice, but to be reevaluated quarterly, the annual base salary of Mr. Ahern will be reduced by 15% and the annual base salaries of the other executive officers of the Company will be reduced by 10%.

For the same reasons and with the same quarterly reevaluation, the Company announced a 15% reduction in the cash retainers payable to its non-employee directors for service on the Board for the remainder of 2020. The Board has also approved that the remaining (reduced) cash retainers will be paid in shares of the Company’s common stock, rather than cash, to more closely align the directors’ interests with the Company’s stockholders.

On April 15, 2020, the Compensation Committee of the Board adopted the ZAGG Inc Executive Severance Plan (the “Severance Plan”). The Severance Plan provides for the payment of certain severance and other benefits to our named executive officers, in the event of a qualifying termination of employment with us.

Under the Severance Plan, in the event of a termination of a covered executive’s employment by us without “cause” or by the executive for “good reason,” each as defined in the Severance Plan, the executive will be eligible to receive the following payments and benefits:

a.a cash payment equal to the sum of (i) 100% of the executive’s then-current annual base salary, payable in substantially equal installments plus (ii) a pro-rata portion of the executive’s cash performance bonus, if any, for the year in which the termination occurs, based on actual performance during the year in which the termination occurs; and

b.Company-paid COBRA premium payments for the executive and the executive’s covered dependents for up to 12 months.

However, if either such termination occurs within the period beginning on the date of a “change in control,” as defined in the Severance Plan, and ending on the one-year anniversary of such change in control, the executive will be eligible to receive:

a.a cash payment equal to the sum of (i) 100% (200% with respect to Mr. Ahern) of the executive’s then-current annual base salary, plus (ii) 100% (200% with respect to Mr. Ahern) of the executive’s target cash performance bonus for the year in which the termination occurs, to be paid in substantially equal installments;

b.Company-paid COBRA premium payments for the executive and the executive’s covered dependents for up to 12 months (18 months for Mr. Ahern);

c.with respect to Mr. Ahern only, a single lump-sum payment in an amount equal to six months of his monthly COBRA premium payment; and

d.full vesting acceleration of all outstanding Company equity awards, with performance stock unit awards paid at target performance values.

Each executive’s right to receive the severance payments and benefits described above is subject to such executive’s delivery and, as applicable, non-revocation of a general release of claims in favor of the Company, and such executive’s continued compliance with any applicable restrictive covenants.

In addition, in the event that any payment under the Severance Plan, together with any other amounts paid to an executive by the Company, would subject an executive to an excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent that such reduction would produce a better net after-tax result for such executive.

The foregoing description of the Severance Plan is not complete and is subject to and qualified in its entirety by the complete terms of the Severance Plan, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

2020 Outlook Update

As a result of ongoing disruption and uncertainty related to the global COVID-19 pandemic, the Company has withdrawn its first quarter and full-year 2020 outlook provided on March 11, 2020 and will not offer an updated outlook at this time. More information will be provided during the Company's first quarter fiscal 2020 conference call.

Item 8.01 Other Events.

On April 15, 2020, the Company announced that it was taking certain proactive measures to provide additional financial flexibility during the COVID-19 pandemic. In addition to the compensation reductions discussed above, these measures include, among other global cost-cutting measures, reducing salaries of the Company’s senior management by 5%, implementing temporary furloughs or layoffs of approximately 20% of its U.S. employees, reducing its staff in Europe and the Asia Pacific region by approximately 20%, deferring or cancelling all non-essential projects, and cancelling or delaying certain purchase orders to align with the Company’s adjusted demand forecast.

A copy of the press release announcing the matters discussed herein is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains (and oral communications made by us may contain) “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “target,” “future,” “seek,” “likely,” “strategy,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our outlook for the Company, the duration of salary reductions, workforce reductions and other cost-cutting measures as a result of the COVID-19 pandemic, the impact of additional borrowings and statements that estimate or project future results of operations or the performance of the Company. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

a.the impacts of certain environmental and health risks, including the recent COVID-19 pandemic and its potential impact on the Company's operations, sourcing from China, and future demand for the Company's products for an uncertain duration of time;

b.the ability to design, produce, and distribute the creative product solutions required to retain existing customers and to attract new customers;

c.building and maintaining marketing and distribution functions sufficient to gain meaningful international market share for our products;

d.the ability to respond quickly with appropriate products after the adoption and introduction of new mobile devices by major manufacturers like Apple®, Samsung®, and Google®;

e.changes or delays in announced launch schedules for (or recalls or withdrawals of) new mobile devices by major manufacturers like Apple, Samsung, and Google;

f.the ability to successfully integrate new operations or acquisitions;

g.the impacts of inconsistent quality or reliability of new product offerings;

h.the impacts of lower profit margins in certain new and existing product categories, including certain mophie products;

i.the impacts of changes in economic conditions, including on customer demand;

j.managing inventory in light of constantly shifting consumer demand;

k.the failure of information systems or technology solutions or the failure to secure information system data, failure to comply with privacy laws, security breaches, or the effect on the Company from cyber-attacks, terrorist incidents or the threat of terrorist incidents;

l.changes in U.S. and international trade policy and tariffs, including the effect of increases in U.S.-China tariffs on selected materials used in the manufacture of products sold by the Company which are sourced from China;

m.adoption of or changes in accounting policies, principles, or estimates; and

n.changes in the law, economic and financial conditions, including the effect of enactment of US tax reform or other tax law changes.

Any forward-looking statement made by us in this report speaks only as of the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Readers should also review the risks and uncertainties listed in our most recent Annual Report on Form 10-K and other reports we file with the U.S. Securities and Exchange Commission, including (but not limited to) Item 1A - “Risk Factors” in the Form 10-K and Management's Discussion and Analysis of Financial Condition and Results of Operations and the risks described therein from time to time. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. The forward-looking statements contained in this report are intended to qualify for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following are filed as Exhibits to this Current Report on Form 8-K:

Exhibit No.

Description

10.1

Cooperation Agreement, dated as of April 1 5 , 2020, by and among the Company, Roumell Asset Management, LLC and other parties set forth therein.

10.2

Cooperation Agreement, dated as of April 15, 2020, by and among the Company, AREX Capital Management, LP and other parties set forth therein.

10.3

Fourth Amendment Agreement, dated as of April 15 , 2020, by and among ZAGG Inc, as borrower, KeyBank National Association, Zions Bancorporation, N.A. dba Zions First National Bank, and MUFG Union Bank, N.A., as leanders, and KeyBank Nationall Association, as administrative agent.

10.4

PPP Loan, dated as of April 13, 2020

10.5

ZAGG Inc Executive Severance Plan, dated as of April 15 , 2020

99.1

Press Release, dated as of April 15, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ZAGG INC

Dated: April 16, 2020			/s/ TAYLOR D. SMITH
			Taylor D. Smith
			Chief Financial Officer
			(Principal financial and accounting officer)

COOPERATION AGREEMENT

This Cooperation Agreement (this “Agreement”) is made and entered into as of April 15, 2020 by and among ZAGG Inc, a Delaware corporation (the “Company”), Roumell Asset Management, LLC, a Maryland limited liability company (“Roumell Asset Management”), James C. Roumell, an individual, and the Roumell Opportunistic Value Fund, a series of a certain Delaware statutory trust (collectively with Roumell Asset Management and Mr. Roumell, the “Roumell Parties”) (each of the Company and Roumell Parties, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, as of the date of this Agreement, the Roumell Parties have voting power or dispositive power or otherwise have beneficial ownership of 1,193,696 shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), including 80,770 shares of Common Stock held in separately managed accounts over which Roumell Asset Management has discretionary power as investment adviser to its clients (such accounts, the “Separately Managed Accounts”); and

WHEREAS, as of the date of this Agreement, the Company and Roumell Parties have determined to come to an agreement with respect to certain matters set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:

1.Board Nominations.

i. As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to:

a.promptly increase the size of the Board’s membership by two (2) director seats and appoint Ronald Garriques and Edward Terino (the “New Directors”) each to serve as a director of the Board until such New Director’s successor is duly elected or appointed in accordance with the Company’s Bylaws (the “Bylaws”) and applicable law; and

b.include each New Director (or any Replacement (as defined below)) on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) and any special meeting of stockholders that occurs during the Standstill Period (as defined below).

At the 2020 Annual Meeting and any special meeting of stockholders that occurs during the Standstill Period, the Company agrees to recommend, support and solicit proxies for the election of the New Directors and their Replacements in the same historic manner in which the Company has supported its nominees for election at prior annual meetings of stockholders at which the election of directors was uncontested.

i. No later than (i) May 1, 2020 or (ii) the earlier first meeting of the applicable Board committee after the date of this Agreement, the Nominating Committee and the Board shall take all necessary action to appoint one or both of the New Directors (or any Replacement) to each of the three standing committees of the Board: the Audit Committee, Compensation Committee, and Nominating Committee such that the New Directors and their Replacements, if any, shall constitute at least one-fourth of the members of each such committee during the Standstill Period.

ii. The Roumell Parties acknowledge that the policies and procedures in effect as of April 10, 2020 or adopted by the Board after the New Directors have been seated as directors, and applicable to all other directors (the “Company Policies”) will be applicable to the New Directors during their term(s) of service.

iii. During the Standstill Period, neither the Board nor any committee of the Board shall modify the size of the Board from seven directors without the unanimous approval of the Board.

iv. The Board and all applicable committees of the Board shall take all necessary actions to ensure that during the Standstill Period, the New Directors and their Replacements shall constitute at least one-fourth of the members of any non-standing committee in place as of the date of this Agreement and any new committee of the Board that may be established after the date hereof; and, without limiting the foregoing, the Board shall give each of the New Directors and their Replacements the same due consideration for membership to any non-standing or new committee of the Board as any other non-management director.

v. During the Standstill Period, the Company shall not amend its organizational documents, adopt any new Company Policies, amend any existing Company Policies or take any other similar action to frustrate the purpose of this Agreement.

vi. Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law.

vii. If, from the date of appointment until the Termination Date (as defined below), Mr. Terino (or a Replacement) is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director, then (A) the Roumell Parties shall have the right to propose three persons as candidates (each a “Roumell Candidate”) to be a replacement director (a “Replacement”) to fill the resulting vacancy and each Roumell Candidate shall be a person with relevant financial and business experience, (i) who qualifies as “Independent” pursuant to applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and as an “Independent Director” as defined in The Nasdaq Stock Market LLC

(“Nasdaq”) Listing Rule 5605 (or applicable requirements of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading), (ii) who has provided to the Company all information regarding the Replacement that is required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, (iii) who has completed an interview with the Nominating Committee, (iv) who has consented to appropriate background checks similar to those historically performed for all other directors of the Board, (v) who has executed all documents required to be executed by all other directors of the Company and (vi) whose qualifications are substantially similar to the New Director (or any Replacement) being replaced, and such Roumell Candidates shall be subject to the approval by each of the Nominating Committee and the Board, which approval shall not be unreasonably withheld, and (B) the Board shall select and appoint one (1) of the Roumell Candidates to the Board as the Replacement to fill the vacancy caused by Mr. Terino (or a Replacement) ceasing to be a director. Any Replacement appointed to the Board in accordance with this Section 1(g) shall be appointed to any applicable committees of the Board of which the replaced former director was a member immediately prior to such director’s resignation or removal.

2.Standstill

i. The Roumell Parties agree that, from the date of this Agreement until the Termination Date (the “Standstill Period”), the Roumell Parties shall not, and shall cause each of their respective Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such Affiliates and Associates collectively, the “Roumell Affiliates”, and each a “Roumell Affiliate”) and each of the Roumell Affiliates’ respective directors, officers, managers and employees not to, and will direct its and their respective consultants, agents, representatives, attorneys and advisors (to the extent acting on its or their behalf) not to, directly or indirectly, in any manner, alone or in concert with others:

a.make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) or consents to vote, or seek to advise, encourage or influence any person or entity with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “Securities of the Company”) for the election of individuals to the Board or to approve stockholder proposals, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting) or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);

Company in any voting trust or similar arrangement, or subject any Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement;

c.purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of the Securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Common Stock, or any assets or liabilities of the Company that would result in the Roumell Parties owning, controlling or otherwise having any beneficial ownership or other ownership interest in more than 9.99% of Common Stock outstanding at such time; provided, however, that nothing herein will require any shares of Common Stock to be sold to the extent that the Roumell Parties exceed the ownership limit under this Section 2(a)(iii) as the result of a share repurchase or other Company action that reduces the number of outstanding shares of Common Stock;

d.other than through open market or block trade brokered sale transactions where the identity of the purchaser is unknown to the Roumell Parties sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the Securities of the Company or any rights decoupled from the underlying Securities of the Company held by the Roumell Parties or any Roumell Affiliate to any person or entity not a (A) Party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) Roumell Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”), that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.99% of the shares of Common Stock outstanding at such time, except in a transaction approved by the Board; provided, however, that this Section 2(a)(iv) shall not apply to any transfer of shares of Common Stock out of a Separately Managed Account if such transfer is initiated by the client or clients on whose behalf such Separately Managed Account is maintained;

e.effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”) or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the Roumell Parties or a Roumell Affiliate of any Securities of the Company into any tender or exchange offer not initiated in breach of any standstill agreement to which the Company is a party;

f.except for settling any such transaction in existence as of April 10, 2020, engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or

call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company and the value from such a decline exceeds the aggregate value of the Securities of the Company beneficially owned by the Roumell Parties;

g.(A) call or seek to call any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, (F) institute any litigation against the Company, its directors or its officers, except for initiating any legal proceeding solely to remedy a breach of or to enforce this Agreement or making counterclaims with respect to any legal proceeding initiated by or on behalf of the Company against the Roumell Parties, or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise;

h.take any action in support of or make any proposal or request (in each case, other than non-public communications with the Company that are not intended to, and would not reasonably be expected to, require any public disclosure of such communications) that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board or unfilled newly-created directorships; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure, including, without limitation, its capital allocation, business operations or strategies or its management or other personnel; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person or entity; (E) causing a class of Securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of Securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

i.Except for (A) the Schedule 13D Amendment (as defined below), (B) any amendment to the Schedule 13D (as defined below) regarding any action or transaction contemplated by this Agreement and (C) any amendment to the Schedule 13D required by Section 13(d) of the Exchange Act or any other applicable law, rule or regulation, take any action that would require the Roumell Parties or any Roumell Affiliate to file a statement of beneficial ownership report on Schedule 13D or any amendment thereto with the SEC;

j.make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement;

k.enter into any substantive discussions, negotiations, agreements, or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or

l.request, directly or indirectly, any amendment or waiver of the foregoing other than non-public communications with the Company that are not intended to, and would not reasonably be expected to, require any public disclosure of such communications.

The foregoing provisions of this Section 2(a) shall not be deemed to prohibit or restrict the Roumell Parties from: (A) communicating privately with the Board or the Company’s officers or advisors, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange to the extent having jurisdiction over any Roumell Party or its Affiliates, provided, that a breach by the Roumell Parties of this Agreement is not the cause of the applicable law, rule, regulation or action; or (C) privately communicating to any of their investors or potential investors under a customary non-disclosure agreement publicly available information regarding the Company, provided, that such communications are not otherwise reasonably expected to be publicly disclosed.

ii. During the Standstill Period, the Roumell Parties shall cause all shares of Common Stock beneficially owned, directly or indirectly, by them (excluding any shares of Common Stock held in the Separately Managed Accounts, whether held on or after the date hereof), to be present for quorum purposes at the Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and shall vote such shares (i) in favor of all directors nominated by the Board for election at any such meeting and (ii) consistent with the recommendation of the Board on all other matters submitted to a vote of the stockholders of the Company; provided, however, that in the event that Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) both recommend otherwise than the Board with respect to any proposal submitted by the Company or any of its stockholders (other than proposals relating to the election of directors, “say-on-pay” and the appointment of registered public accountants), each of the Roumell Parties will be permitted in its discretion to vote in accordance with the recommendation of ISS and Glass Lewis or, if their recommendations differ from each other, in accordance with ISS’ or Glass Lewis’ recommendation; provided, further, that each of the Roumell Parties will be permitted to vote in its discretion on any proposal in respect of an Extraordinary Transaction or any vote regarding a stockholders’ rights plan.

date of this Agreement through the remainder of the Company’s 2020 fiscal year (or, if earlier, the Termination Date), the compensation received by all members of the Board from the Company in consideration for such members’ services as directors of the Company shall consist solely of equity-based compensation.

4.Representations and Warranties of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

5.Representations and Warranties of Roumell Parties. Each of the Roumell Parties represents and warrants as follows: (a) it has or he has, as applicable, the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by each of the Roumell Parties, constitutes a valid and binding obligation and agreement of each of the Roumell Parties and is enforceable against each of the Roumell Parties in accordance with its terms; (c) the Roumell Parties beneficially own, directly or indirectly, an aggregate of 1,193,696 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by the Roumell Parties and their respective Affiliates or in which the Roumell Parties or their respective Affiliates have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise; and (d) the Roumell Parties have sole voting power over such shares of Common Stock and no other person or Group (as such term is defined in Section 13(d)(3) of the Exchange Act) has any voting power over such shares of Common Stock.

6.Mutual Non-Disparagement. Subject to applicable law, each of the Company, on the one hand, and the Roumell Parties, on the other hand, covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its or his agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors shall have breached this section, neither it nor he nor any of its or his respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly (including by any communication with other investors or prospective investors in the Company, with securities analysts or any member of traditional or digital media or by any amendment to the Schedule 13D, including the investment intent disclosure contained therein) criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party’s subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries,

Affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.

7.SEC Filings.

i. No later than two (2) business days following the date of this Agreement, the Roumell Parties shall file with the SEC an amendment to that certain Schedule 13D, dated March 17, 2020 and as amended on April 3, 2020 (the “Schedule 13D”), in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”). The Schedule 13D Amendment shall be consistent with the terms of this Agreement. The Roumell Parties shall provide the Company with a reasonable opportunity to review and comment on the Schedule 13D Amendment and any other amendment to the Schedule 13D filed prior to the Termination Date prior to it being filed with the SEC and consider in good faith any comments of the Company.

ii. No later than two (2) business days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement and appending this Agreement as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide the Roumell Parties with a reasonable opportunity to review and comment on the Form 8-K prior to it being filed with the SEC and consider in good faith any comments of the Roumell Parties.

8.Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the earlier of (i) fifteen (15) business days prior to the deadline under the Company’s Bylaws, for director nominations and stockholder proposals for the 2021 annual meeting of stockholders and (ii) the consummation of an Extraordinary Transaction; provided, that the Company, on the one hand, or the Roumell Parties, on the other hand, may earlier terminate this Agreement if the other Party commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the breaching Party of notice from the other Party specifying the material breach, or, if impossible to cure within fifteen (15) days, the breaching Party has not taken any substantive action to cure within such fifteen (15) day period (the earliest of such dates, the “Termination Date”). The “other Party” shall mean, with respect to the Company, any of the Roumell Parties, and with respect to any of the Roumell Parties, the Company. The provisions of this Section 8 and Sections 9-17 shall survive the termination of this Agreement. No termination pursuant to this Section 8 shall relieve any Party from liability for any breach of this Agreement prior to such termination.

opposition to the other Party seeking relief. Each Party agrees to waive any bonding requirement under any applicable law, in the case the other Party seeks to enforce the terms hereof by way of equitable relief. Furthermore, each Party (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the other state or federal courts in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he, as applicable, shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he, as applicable, shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the Parties irrevocably waives the right to trial by jury, and (d) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 13 of this Agreement or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

10.Expenses. Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby; provided, however, that the Company shall promptly reimburse the Roumell Parties for their expenses incurred in connection with the nomination of directors in connection with the 2020 Annual Meeting and the negotiation and execution of this Agreement and the transactions contemplated hereby in an amount not to exceed $20,000 in the aggregate.

11.Press Release. The Parties agree that the Company shall issue a press release regarding the matters described in this Agreement in substantially the form as agreed among the Parties prior to the execution of this Agreement.

12.Entire Agreement; Amendment. This Agreement contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. This Agreement may be amended only by an agreement in writing executed by the Parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

13.Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and

shall be deemed validly given, made or served, when delivered in person or sent by overnight courier, when actually received during normal business hours at the address specified in this subsection:

If to the Company:

ZAGG Inc

910 West Legacy Center Way, Suite 500

Midvale, Utah, 84047

Attention: Abby Barraclough

Email: abby.barraclough@zagg.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

335 South Grand Avenue, Suite 100

Los Angeles, CA 90071

Attention: Steven Stokdyk

Christopher Drewry

Email: Steven.Stokdyk@lw.com

Christopher.Drewry@lw.com

If to the Roumell Parties or any member thereof:

Roumell Asset Management, LLC

2 Wisconsin Circle, Suite 640

Chevy Chase, MD 20815

Attention: James C. Roumell

Email: jroumell@roumellasset.com

14.Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

15.Counterparts. This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwithstanding that not all Parties are signatories to the same counterpart.

16.No Third Party Beneficiaries; Assignment. No Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Parties; provided, that each Party may assign any of its rights and delegate any of its obligations hereunder to any person or entity that acquires substantially all of that Party’s assets, whether by

stock sale, merger, asset sale or otherwise. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. Except as provided in Section 6, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

17.Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each Party acknowledges that it or he, as applicable, has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it or he, as applicable, has executed the same with the advice of said independent counsel. Each Party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

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IN WITNESS WHEREOF, each of the Parties hereto has executed this COOPERATION AGREEMENT or caused the same to be executed by its duly authorized representative as of the date first above written.

ZAGG INC

By: /s/ CHRIS AHERN

Name: Chris Ahern

Title: Chief Executive Officer

[Signature Page to Cooperation Agreement]

ROUMELL ASSET MANAGEMENT, LLC

By: /s/ JAMES C. ROUMELL

Name: James C. Roumell

Title: President

ROUMELL OPPORTUNISTIC VALUE FUND

By: Roumell Asset Management, LLC

its: Investment Adviser

By: /s/ JAMES C. ROUMELL

Name: James C. Roumell

Title: President

JAMES C. ROUMELL

By: /s/ JAMES C. ROUMELL

[Signature Page to Cooperation Agreement]

COOPERATION AGREEMENT

This Cooperation Agreement (this “Agreement”) is made and entered into as of April 15, 2020 by and among ZAGG Inc, a Delaware corporation (the “Company”), AREX Capital Management, LP, a Delaware limited partnership, AREX Capital Master Fund, LP, a Cayman Islands limited partnership, AREX Capital GP, LLC, a Delaware limited liability company, AREX Capital Management GP, LLC, a Delaware limited liability company, and Andrew Rechtschaffen, an individual (collectively, the “AREX Parties”) (each of the Company and AREX Parties, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, as of the date of this Agreement, the AREX Parties have voting power or dispositive power or otherwise have beneficial ownership of 2,278,322 shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”); and

WHEREAS, as of the date of this Agreement, the Company and AREX Parties have determined to come to an agreement with respect to certain matters set forth below.

1.Board Nominations.

has supported its nominees for election at prior annual meetings of stockholders at which the election of directors was uncontested.

ii. The AREX Parties acknowledge that the policies and procedures in effect as of April 15, 2020 or adopted by the Board after the New Directors have been seated as directors, and applicable to all other directors (the “Company Policies”) will be applicable to the New Directors during their term(s) of service.

iii. During the Standstill Period, neither the Board nor any committee of the Board shall modify the size of the Board from seven directors without the unanimous approval of the Board.

vi. Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law.

vii. If, from the date of appointment until the Termination Date (as defined below), Mr. Garriques (or a Replacement) is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director, then (A) the AREX Parties shall have the right to propose three persons as candidates (each an “AREX Candidate”) to be a replacement director (a “Replacement”) to fill the resulting vacancy and each AREX Candidate shall be a person with relevant financial and business experience, (i) who qualifies as “Independent” pursuant to applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and as an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirements of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading), (ii) who has provided to the Company all information regarding the Replacement that is required to be included in a proxy

statement filed pursuant to the proxy rules of the SEC, (iii) who has completed an interview with the Nominating Committee, (iv) who has consented to appropriate background checks similar to those historically performed for all other directors of the Board, (v) who has executed all documents required to be executed by all other directors of the Company and who has the relevant financial and business experience to be a director of the Company, and such AREX Candidates shall be subject to the approval by each of the Nominating Committee and the Board, which approval shall not be unreasonably withheld and (B) the Board shall select and appoint one (1) of the AREX Candidates to the Board as the Replacement to fill the vacancy caused by Mr. Garriques (or a Replacement) ceasing to be a director. Any Replacement appointed to the Board in accordance with this Section 1(g) shall be appointed to any applicable committees of the Board of which the replaced former director was a member immediately prior to such director’s resignation or removal.

2.Standstill.

i. The AREX Parties agree that, from the date of this Agreement until the Termination Date (the “Standstill Period”), the AREX Parties shall not, and shall cause each of their respective Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such Affiliates and Associates collectively, the “AREX Affiliates”, and each an “AREX Affiliate”) and each of the AREX Affiliates’ respective directors, officers, managers and employees not to, and will direct its and their respective consultants, agents, representatives, attorneys and advisors (to the extent acting on its or their behalf) not to, directly or indirectly, in any manner, alone or in concert with others:

b.form, join, encourage, influence, advise or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons or entities that are not AREX Affiliates with respect to any Securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any Securities of the Company in any voting trust or similar arrangement, or subject any Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement;

c.purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of the Securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Common Stock, or any assets or liabilities of the Company that would result in the AREX Parties owning, controlling or otherwise having any beneficial ownership or other ownership interest in more than 9.99% of Common Stock outstanding at such time; provided, however, that nothing herein will require any shares of Common Stock to be sold to the extent that the AREX Parties exceed the ownership limit under this Section 2(a)(iii) as the result of a share repurchase or other Company action that reduces the number of outstanding shares of Common Stock;

d.other than through open market or block trade brokered sale transactions where the identity of the purchaser is unknown to the AREX Parties sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the Securities of the Company or any rights decoupled from the underlying Securities of the Company held by the AREX Parties or any AREX Affiliate to any person or entity not a (A) Party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) AREX Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”), that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.99% of the shares of Common Stock outstanding at such time, except (X) for Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism or (Y) in a transaction approved by the Board;

e.effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”) or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the AREX Parties or an AREX Affiliate of any Securities of the Company into any tender or exchange offer not initiated in breach of any standstill agreement to which the Company is a party;

f.except for settling any such transaction in existence as of April 15, 2020, engage in any transaction that would result in a “net short” position by effecting any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company and the value from such a decline exceeds the aggregate value of the Securities of the Company beneficially owned by the AREX Parties;

g.(A) call or seek to call any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, (F) institute any litigation against the Company, its directors or its officers, except for initiating any legal proceeding solely to remedy a breach of or to enforce this Agreement or making counterclaims with respect to any legal proceeding initiated by or on behalf of the Company against the AREX Parties, or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise;

i.Except for (A) the Schedule 13D Amendment (as defined below), (B) any amendment to the Schedule 13D regarding any action or transaction contemplated by this Agreement and (C) any amendment to the Schedule 13D required by Section 13(d) of the Exchange Act or any other applicable law, rule or regulation, take any action that would require the AREX Parties or any AREX Affiliate to file a statement of beneficial ownership report on Schedule 13D or any amendment thereto with the SEC;

The foregoing provisions of this Section 2(a) shall not be deemed to prohibit or restrict the AREX Parties from: (A) communicating privately with the Board or the Company’s officers or advisors, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange to the extent having jurisdiction over any AREX Party or its Affiliates, provided, that a breach by the AREX Parties of this Agreement is not the cause of the applicable law, rule, regulation or action; or (C) privately communicating to any of their investors or potential investors under a customary non-disclosure agreement publicly available information regarding the Company, provided, that such communications are not otherwise reasonably expected to be publicly disclosed.

ii. During the Standstill Period, the AREX Parties shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, to be present for quorum purposes at the Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and shall vote such shares (i) in favor of all directors nominated by the Board for election at any such meeting and (ii) consistent with the recommendation of the Board on all other matters submitted to a vote of the stockholders of the Company; provided, however, that in the event that Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) both recommend otherwise than the Board with respect to any proposal submitted by the Company or any of its stockholders (other than proposals relating to the election of directors, “say-on-pay” and the appointment of registered public accountants), each of the AREX Parties will be permitted in its discretion to vote in accordance with the recommendation of ISS and Glass Lewis or, if their recommendations differ from each other, in accordance with ISS’ or Glass Lewis’ recommendation; provided, further, that each of the AREX Parties will be permitted to vote in its discretion on any proposal in respect of an Extraordinary Transaction or any vote regarding a stockholders’ rights plan.

3.Director Compensation. The Company agrees that each of the New Directors and their Replacements shall receive (a) the same benefits of director and officer insurance, any indemnity and exculpation arrangements available generally to the non-management directors on the Board, (b) the same compensation for his or her services as a director as the compensation received by the other non-management directors on the Board, and (c) such other benefits on the same basis as all other non-management directors on the Board. The Board and the Compensation Committee of the Board shall take all necessary actions to ensure that from the date of this Agreement through the remainder of the Company’s 2020 fiscal year (or, if earlier, the Termination Date), the compensation received by all members of the Board from the Company in consideration for such members’ services as directors of the Company shall consist solely of equity-based compensation.

5.Representations and Warranties of AREX Parties. Each of the AREX Parties represents and warrants as follows: (a) it has or he has, as applicable, the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by each of the AREX Parties, constitutes a valid and binding obligation and agreement of each of the AREX Parties and is enforceable against each of the AREX Parties in accordance with its terms; (c) the AREX Parties beneficially own, directly or indirectly, an aggregate of 2,278,332 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by the AREX Parties and the AREX Affiliates or in which the AREX parties or the AREX Affiliates have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise; and (d) the AREX Parties have sole voting power over such shares of Common Stock and no other person or Group (as such term is defined in Section 13(d)(3) of the Exchange Act) has any voting power over such shares of Common Stock.

6.Mutual Non-Disparagement. Subject to applicable law, each of the Company, on the one hand, and the AREX Parties, on the other hand, covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its or his agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors shall have breached this section, neither it nor he nor any of its or his respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly (including by any communication with other investors or prospective investors in the Company, with securities analysts or any member of traditional or digital media or by any amendment to the Schedule 13D, including the investment intent disclosure contained therein) criticize, disparage, call into disrepute or otherwise defame or slander the other Party or such other Party’s subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors (including any current director of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, Affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives.

7.SEC Filings.

i. No later than two (2) business days following the date of this Agreement, the AREX Parties shall file with the SEC an amendment to that certain Schedule 13D, dated March 17, 2020 and as amended on April 3, 2020 (the “Schedule 13D”), in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement and appending this Agreement as an exhibit thereto (the “Schedule 13D Amendment”). The Schedule 13D Amendment shall be consistent with the terms of this Agreement. The AREX Parties shall provide the Company with a reasonable opportunity to review and comment on the Schedule 13D Amendment and any other amendment to the Schedule 13D filed prior to the Termination Date prior to it being filed with the SEC and consider in good faith any comments of the Company.

ii. No later than two (2) business days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement and appending this Agreement as an exhibit thereto (the “Form 8-K”). The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide the AREX Parties with a reasonable opportunity to review and comment on the Form 8-K prior to it being filed with the SEC and consider in good faith any comments of the AREX Parties.

8.Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the earlier of (i) fifteen (15) business days prior to the deadline under the Company’s Bylaws, for director nominations and stockholder proposals for the 2021 annual meeting of stockholders and (ii) the consummation of an Extraordinary Transaction; provided, that the Company, on the one hand, or the AREX Parties, on the other hand, may earlier terminate this Agreement if the other Party commits a material breach of its obligations under this Agreement that (if capable of being cured) is not cured within fifteen (15) days after receipt by the breaching Party of notice from the other Party specifying the material breach, or, if impossible to cure within fifteen (15) days, the breaching Party has not taken any substantive action to cure within such fifteen (15) day period (the earliest of such dates, the “Termination Date”). The “other Party” shall mean, with respect to the Company, any of the AREX Parties, and with respect to any of the AREX Parties, the Company. The provisions of this Section 8 and Sections 9-17 shall survive the termination of this Agreement. No termination pursuant to this Section 8 shall relieve any Party from liability for any breach of this Agreement prior to such termination.

9.Miscellaneous. The Parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the other state or federal courts in the State of Delaware, in addition to any other remedies at law or in equity, and each Party agrees it or he, as applicable, will not take any action, directly or indirectly, in opposition to the other Party seeking relief. Each Party agrees to waive any bonding requirement under any applicable law, in the case the other Party seeks to enforce the terms hereof by way of equitable relief. Furthermore, each Party (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the other

state or federal courts in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he, as applicable, shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he, as applicable, shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the Parties irrevocably waives the right to trial by jury, and (d) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 13 of this Agreement or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

10.Expenses. Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby; provided, however, that the Company shall promptly reimburse the AREX Parties for their expenses incurred in connection with the nomination of directors in connection with the 2020 Annual Meeting and the negotiation and execution of this Agreement and the transactions contemplated hereby in an amount not to exceed $20,000 in the aggregate.

13.Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, when delivered in person or sent by overnight courier, when actually received during normal business hours at the address specified in this subsection:

If to the Company:

ZAGG Inc

910 West Legacy Center Way, Suite 500

Midvale, Utah, 84047

Attention: Abby Barraclough

Email: abby.barraclough@zagg.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

335 South Grand Avenue, Suite 100

Los Angeles, CA 90071

Attention: Steven Stokdyk

Christopher Drewry

Email: Steven.Stokdyk@lw.com

Christopher.Drewry@lw.com

If to the AREX Parties or any member thereof:

AREX Capital Management, LP

250 West 55th Street, 15th Floor

New York, NY 10019

Attention: Chief Operating Officer

Email: notice@arexcapital.com

with a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention: Andrew Freedman

Email: AFreedman@olshanlaw.com

15.Counterparts. This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by DocuSign, facsimile or electronic mail transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the Parties, notwithstanding that not all Parties are signatories to the same counterpart.

16.No Third Party Beneficiaries; Assignment. No Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Parties;

provided, that each Party may assign any of its rights and delegate any of its obligations hereunder to any person or entity that acquires substantially all of that Party’s assets, whether by stock sale, merger, asset sale or otherwise. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. Except as provided in Section 6, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, each of the Parties hereto has executed this COOPERATION AGREEMENT or caused the same to be executed by its duly authorized representative as of the date first above written.

ZAGG INC

By: /s/ CHRIS AHERN

Name: Chris Ahern

Title: Chief Executive Officer

[Signature Page to Cooperation Agreement]

Execution Version

AREX CAPITAL MANAGEMENT, LP

By: /s/ JASON ABRAMS

Name: Jason Abrams

Title: Authorized Signatory

AREX CAPITAL MASTER FUND, LP

By: AREX Capital Management, LP

its: Investment Manager

By: /s/ JASON ABRAMS

Name: Jason Abrams

Title: Authorized Signatory

AREX CAPITAL GP, LLC

By: /s/ JASON ABRAMS

Name: Jason Abrams

Title: Authorized Signatory

[Signature Page to Cooperation Agreement]

Execution Version

AREX CAPITAL MANAGEMENT GP, LLC

By: /s/ JASON ABRAMS

Name: Jason Abrams

Title: Authorized Signatory

ANDREW RECHTSCHAFFEN

By: /s/ ANDREW RECHTSCHAFFEN

[Signature Page to Cooperation Agreement]

FOURTH AMENDMENT AGREEMENT

This FOURTH AMENDMENT AGREEMENT (this “Amendment”) is made as of the 15th day of April, 2020 among:

(a) ZAGG INC, a Delaware corporation (the “Borrower”);

(b) the Lenders, as defined in the Credit Agreement, as hereinafter defined; and

(c) KEYBANK NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”).

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit and Security Agreement, dated as of April 12, 2018 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.9(b) of the Credit Agreement, the Borrower has requested that the Maximum Revolving Amount be increased by the Temporary Accordion Increase Amount (as hereinafter defined) (the “Temporary Exercise of Accordion”);

WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof to effectuate the Temporary Exercise of Accordion;

WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the date of this Amendment;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows:

1. Amendment to Definitions in the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to delete the definitions of “Applicable Margin”, “Base Rate”, “Leverage Ratio”, “Restricted Payment”, “Temporary Accordion Increase Amount” and “Temporary Accordion Increase Period” therefrom, and to insert in place thereof, respectively, the following:

“Applicable Margin” means:

(a) for the period from the Fourth Amendment Effective Date through May 31, 2020, two hundred eighty-seven and one-half (287.50) basis points for Eurodollar Loans and one hundred eighty-seven and one-half (187.50) basis points for Base Rate Loans; and

(b) commencing with the Consolidated financial statements of the Borrower for the fiscal quarter ending March 31, 2020, the number of basis points (depending upon whether Loans are Eurodollar Loans or Base Rate Loans) set forth in the following matrix, based upon the result of the computation of the Leverage Ratio as set forth in the Compliance Certificate for such fiscal period and, thereafter, as set forth in each successive Compliance Certificate, as provided below:


Leverage Ratio	Applicable Basis Points for Revolving Loans that are Eurodollar Loans	Applicable Basis Points for Revolving Loans that are Base Rate Loans
Greater than or equal to 2.25 to 1.00	287.50	187.50
Greater than or equal to 1.75 to 1.00 but less than 2.25 to 1.00	250.00	150.00
Greater than or equal to 1.25 to 1.00 but less than 1.75 to 1.00	225.00	125.00
Greater than or equal to 0.75 to 1.00 but less than 1.25 to 1.00	200.00	100.00
Less than 0.75 to 1.00	175.00	75.00

The first date on which the Applicable Margin is subject to change is June 1, 2020. After June 1, 2020, changes to the Applicable Margin shall be effective on the first day of each calendar month following the date upon which the Administrative Agent should have received, pursuant to Section 5.3(c) hereof, the Compliance Certificate. The above pricing matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of the Administrative Agent and the Lenders to charge the Default Rate, or the rights and remedies of the Administrative Agent and the Lenders pursuant to Articles VIII and IX hereof. Notwithstanding anything herein to the contrary, (i) during any period when the Borrower shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Margin shall, at the election of the Administrative Agent (which may be retroactively effective), be the highest rate per annum indicated in the above pricing grid for Loans of that type, regardless of the Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to the Administrative Agent in the Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or the Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin

for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (A) the Borrower shall promptly deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Margin Period, (B) the Applicable Margin shall be determined based on such corrected Compliance Certificate, and (C) the Borrower shall promptly pay to the Administrative Agent, for the benefit of the Lenders, the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Margin Period.

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate, (b) one-half of one percent (.50%) in excess of the Federal Funds Effective Rate, and (c) one percent (1%) in excess of the London interbank offered rate for loans in Eurodollars for a period of one month (or, if such day is not a Business Day, such rate as calculated on the most recent Business Day). Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate. Notwithstanding the foregoing, if at any time the Base Rate as determined above is less than three percent (3%), it shall be deemed to be three percent (3%) for purposes of this Agreement.

“Leverage Ratio” means, as determined on a Consolidated basis, the ratio of (a) Consolidated Funded Indebtedness (as of the end of the most recently completed fiscal quarter of the Borrower); to (b) Consolidated EBITDA (for the most recently completed four fiscal quarters of the Borrower); provided that, for purposes of calculating the Leverage Ratio, at any time prior to the SBA PPP Loan Forgiveness Date, the calculation of Consolidated Funded Indebtedness shall exclude therefrom amounts outstanding under the SBA PPP Loan.

“Restricted Payment” means, with respect to any Company, (a) any Capital Distribution, (b) any amount paid by such Company in repayment, redemption, retirement or repurchase, directly or indirectly, of any (i) Subordinated Indebtedness, or (ii) Indebtedness under the SBA PPP Loan, or (c) any amount paid by such Company in respect of any management, consulting or other similar arrangement with any equity holder (other than a Company) of a Company or an Affiliate of a Company.

“Temporary Accordion Increase Amount” means Nineteen Million Eight Hundred Thousand Dollars ($19,800,000).

“Temporary Accordion Increase Period” means the period from the Fourth Amendment Effective Date through March 31, 2021.

2. Additions to Definitions in the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to add the following new definitions thereto:

“Asset Coverage Ratio” means, as of any date of determination, on a Consolidated basis, the ratio of (a) Consolidated Asset Values; to (b) Revolving Credit Exposure.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurodollar Rate for Dollar-denominated syndicated credit facilities at such time, and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the Eurodollar Rate with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurodollar Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the Eurodollar Rate:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein, and (ii) the date on which the administrator of the Eurodollar Rate permanently or indefinitely ceases to provide the Eurodollar Rate; or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the Eurodollar Rate:

(a) a public statement or publication of information by or on behalf of the administrator of the Eurodollar Rate announcing that such administrator has ceased or will cease to provide the Eurodollar Rate, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Eurodollar Rate;

(b) a public statement or publication of information by the regulatory supervisor for the administrator of the Eurodollar Rate, the United States Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Eurodollar Rate, a resolution authority with jurisdiction over the administrator for the Eurodollar Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Eurodollar Rate, which states that the administrator of the Eurodollar Rate has ceased or will cease to provide the Eurodollar Rate permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Eurodollar Rate; or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of the Eurodollar Rate or a Relevant Governmental Body announcing that the Eurodollar Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date, and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication), and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Eurodollar Rate and solely to the extent that the Eurodollar Rate has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark

Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder in accordance with Section 3.8 hereof, and (b) ending at the time that a Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder pursuant to Section 3.8 hereof.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security (CARES) Act (2020).

“Consolidated Asset Values” means, as determined on a Consolidated basis, an aggregate amount equal to the value of all (a) Accounts that are an account receivable (i.e., each specific invoice) of a Company, net of allowances and (b) Inventory, in each case determined in accordance with GAAP; provided, that, for purposes of calculating Consolidated Asset Values as of any date of determination, the aggregate amount of Consolidated Asset Values shall not include any amount in excess of (i) with respect to accounts receivable, 85% of the aggregate amount of such accounts receivable, and (ii) with respect to Inventory, 50% of the aggregate amount of the net book value of such Inventory.

“Early Opt-in Election” means the occurrence of:

(a) a determination by the Administrative Agent that Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 3.8 hereof are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, and

(b) the election by the Administrative Agent to declare that an Early Opt-in Election has occurred and the provision by the Administrative Agent of written notice of such election to the Borrower and the Lenders.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Fourth Amendment Effective Date” means April 15, 2020.

“Paycheck Protection Program” means the Paycheck Protection Program of the CARES Act.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto, including without limitation the Alternative Reference Rates Committee.

“SBA” means the United States Small Business Administration.

“SBA PPP Lender” means KeyBank or any other financial institution acceptable to the Administrative Agent.

“SBA PPP Loan” means an unsecured loan made to the Borrower by the SBA PPP Lender under the SBA Paycheck Protection Program in accordance with the CARES Act and the regulations promulgated thereunder, in an aggregate original principal amount not to exceed Nine Million Five Hundred Thousand Dollars ($9,500,000).

“SBA PPP Loan Forgiveness Date” means the date that the SBA PPP Lender issues a determination of the amount owing under the SBA PPP Loan that is forgiven and deemed discharged in accordance with the CARES Act and the regulations promulgated thereunder.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

3. Amendment to Additional Provisions Relating to Eurodollar Loans; Increased Capital; Taxes. Article III of the Credit Agreement is hereby amended to (a) delete subsection (c) of Section 3.5 therefrom in its entirety, and (b) add the following new Section 3.8 at the end thereof:

Section 3.8. Effect of Benchmark Transition Event.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) upon the determination of the Administrative Agent (which shall be conclusive absent manifest error) that a Benchmark Transition Event has occurred, or (ii) upon the occurrence of an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the Eurodollar Rate with a Benchmark Replacement, by a written document executed by the Borrower and the Administrative Agent, subject to the requirements of this Section 3.8. Notwithstanding the requirements of Section 11.3 hereof or anything else to the contrary herein or in any other Loan Document, any such amendment with respect to a Benchmark Transition Event will become effective and binding upon the Administrative Agent, the Borrower and the Lenders at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written

notice of objection to such amendment from Lenders comprising the Required Lenders, and any such amendment with respect to an Early Opt-in Election will become effective and binding upon the Administrative Agent, the Borrower and the Lenders on the date that Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment. No replacement of the Eurodollar Rate with a Benchmark Replacement pursuant to this Section 3.8 will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders in writing of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 3.8, including, without limitation, any determination with respect to a tenor, comparable replacement rate or adjustment, or implementation of any Benchmark Replacement Rate Conforming Changes, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.8 and shall not be a basis of any claim of liability of any kind or nature by any party hereto, all such claims being hereby waived individually be each party hereto.

(d) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the components of Base Rate based upon the Eurodollar Rate will not be used in any determination of Base Rate.

(e) Eurodollar Rate Notification. The interest rate on Eurodollar Loans is determined by reference to LIBOR, which is derived from the London interbank offered

rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in this Section 3.8, this Section 3.8 provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to this Section 3.8, in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate”, or with respect to any alternative or successor rate thereto, or replacement rate therefor or thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to this Section 3.8, will be similar to, or produce the same value or economic equivalence of, the Eurodollar Rate or has the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

4. Addition to Financial Statements and Information Covenant Provisions. Section 5.3 of the Credit Agreement is hereby amended to add the following new subsection (i) at the end thereof:

(i) Monthly Financials. During the Temporary Accordion Increase Period, the Borrower shall deliver to the Administrative Agent and the Lenders, within twenty (20) days after the end of each calendar month, (i) monthly internal unaudited balance sheets of the Companies as of the end of such period and statements of income (loss), stockholders’ equity and cash flow for the monthly and fiscal year to date periods, all prepared on a Consolidated and consolidating (in accordance with GAAP) basis, in form and detail satisfactory to the Administrative Agent and certified by a Financial Officer and (ii) an updated cash forecast consistent with those previously provided to the Administrative Agent and otherwise in form and detail satisfactory to the Administrative Agent.

5. Addition to Financial Covenants Provisions. Section 5.7 of the Credit Agreement is hereby amended to add the following new subsection (c) at the end thereof:

(c) Asset Coverage Ratio. The Borrower shall not suffer or permit at any time the Asset Coverage Ratio, as of the end of each fiscal quarter of the Borrower during the Temporary Accordion Increase Period, to be less than 1.00 to 1.00.

6. Addition to Borrowing Covenant Provisions. Section 5.8 of the Credit Agreement is hereby amended to add the following new subpart (j) at the end thereof:

(j) the SBA PPP Loan, so long as (i) the proceeds thereof are used solely for the purposes intended under the Paycheck Protection Program for expenses incurred in accordance with such program, (ii) such Indebtedness is on terms and conditions required by the terms of the Paycheck Protection Program and (iii) the Borrower shall have promptly delivered to the Administrative Agent upon the execution thereof, fully executed copies of all loan documentation evidencing or otherwise related to the SBA PPP Loan.

7. Amendment to Covenant Provisions. Article V of the Credit Agreement is hereby amended to (a) delete Section 5.15 therefrom and to insert in place thereof the following new Section 5.15, and (b) to add the following new Section 5.31 at the end thereof:

Section 5.15. Restricted Payments. No Company shall make or commit itself to make any Restricted Payment at any time, except that:

(a) a Company may make Capital Distributions so as long as (i) the Liquidity Amount is no less than Twenty Million Dollars ($20,000,000) both prior to and after giving pro forma effect to each such payment, (ii) the Fixed Charge Coverage Ratio shall be greater than 1.25 to 1.00 both prior to and after giving pro forma effect to each such payment, (iii) the Leverage Ratio shall be no greater than 2.25 to 1.00 both prior to and after giving pro forma effect to each such payment, and (iv) no Default or Event of Default shall then exist or, after giving pro forma effect to such payment, thereafter shall begin to exist; and

(b) so long as no Default or Event of Default shall then exist or, after giving pro forma effect to such payment, thereafter shall begin to exist, a Company may make (i) regularly scheduled payments of interest with respect to the SBA PPP Loan as and when required thereunder, and (ii) on and after the SBA PPP Loan Forgiveness Date, regularly scheduled principal payments with respect to the SBA PPP Loan, as and if required thereunder.

Section 5.31. SBA Compliance. The Companies shall, at all times that the SBA PPP Loan remains outstanding, comply in all material respects with the applicable requirements of the CARES Act. The proceeds of the SBA PPP Loan shall be used solely for the purposes intended under the Paycheck Protection Program for expenses incurred in accordance with such program. At all times that any part of the SBA PPP Loan remains outstanding, the Companies shall take all actions necessary to maintain eligibility under the Paycheck Protection Program and shall comply in all material

respects with the terms and conditions of the Paycheck Protection Program and the SBA PPP Loan.

8. Amendment to Amendments, Waivers and Consents Provisions. Section 11.3 of the Credit Agreement is hereby amended to delete subpart (a) therefrom and to insert in place thereof the following:

(a) General Rule. Except as set forth in Section 3.8 hereof, no amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

9. Amendment to Schedule 1. The Credit Agreement is hereby amended to delete Schedule 1 (Commitments of Lenders) therefrom and to insert in place thereof a new Schedule 1 in the form of Schedule 1 hereto.

10. Reallocation of Outstanding Amounts. On (a) the first day of the Temporary Accordion Increase Period, and (b) the last day of the Temporary Accordion Increase Period, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitments as set forth in the revised Schedule 1 hereto, as applicable on such date.

11. Closing Deliveries. Concurrently with the execution of this Amendment, the Borrower shall:

(a) to the extent requested by a Lender, deliver to the Administrative Agent, for delivery to each such Lender with a commitment under the Temporary Accordion Increase Amount, a replacement Revolving Credit Note in the amounts specified in Schedule 1 to the Credit Agreement (after giving effect to this Amendment);

(b) deliver to the Administrative Agent certified copies of the resolutions of the board of directors of the Borrower evidencing approval of the execution and delivery of this Amendment and the execution of any other Loan Documents and Related Writings required in connection therewith;

(c) execute and deliver to the Administrative Agent the Fourth Amendment Fee Letter and pay to the Administrative Agent the fees stated therein;

(d) cause each Guarantor of Payment to execute the attached Guarantor Acknowledgment and Agreement; and

(e) pay all fees and expenses of the Administrative Agent in connection with this Amendment and any other Loan Documents.

12. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that (a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or any other Related Writing; and (g) this Amendment and the Credit Agreement, as amended by this Amendment, constitute a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms.

13. Waiver and Release. The Borrower, by signing below, hereby waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

14. References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

15. Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

16. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

17. Severability. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

18. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of New York.

[Remainder of page intentionally left blank.]

JURY TRIAL WAIVER. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above.


			ZAGG INC
			By: /s/ CHRIS AHERN
			Chris Ahern
			Chief Executive Officer


			KEYBANK NATIONAL ASSOCIATION as the Administrative Agent and as a Lender
			By: /s/ MATTHEW S. DENT
			Matthew S. Dent
			Senior Vice President


			ZIONS BANCORPORATION, N.A. DBA ZIONS FIRST NATIONAL BANK
			By: /s/ ADAM WHITEFIELD
			Adam Whitefield
			Vice President


			MUFG UNION BANK, N.A.
			By: /s/ EDMUND OZORIO
			Edmund Ozorio
			Vice President

Signature Page to

Fourth Amendment Agreement

GUARANTOR ACKNOWLEDGMENT AND AGREEMENT

The undersigned consent and agree to and acknowledge the terms of the foregoing Fourth Amendment Agreement dated as of April 15, 2020. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby.

The undersigned hereby waive and release the Administrative Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT, THE AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


ZAGG LLC			IFROGZ INC.
By: ZAGG Inc, its Managing Member			MOPHIE INC.
			ZAGG INTELLECTUAL PROPERTY HOLDING CO., INC.
By: /s/ CHRIS AHERN
Chris Ahern			ZAGG RETAIL, INC.
Chief Executive Officer			ZAGG AMPLIFIED, INC.

			By: /s/ CHRIS AHERN
			Chris Ahern
			President

MOPHIE LLC			ALTIGO INC.

By: mophie Inc, its Managing Member			By: /s/ CHRIS AHERN
			Chris Ahern
By: /s/ CHRIS AHERN			President
Chris Ahern
President

Signature Page 1 of 2 to

Guarantor Acknowledgment and Agreement


			ZAGG HAMPTON LLC

			By: ZAGG Inc
			Its: Sole Member

			By: /s/ CHRIS AHERN
			Chris Ahern
			Chief Executive Officer

			HALO2CLOUD, LLC

			By: ZAGG Hampton LLC
			Its: Sole Member

			By: ZAGG Inc
			Its: Sole Member

			By: /s/ CHRIS AHERN
			Chris Ahern
			Chief Executive Officer

			HALO HOLDINGS USA, LLC


			Its: Sole Member

			By: ZAGG Hampton LLC
			Its: Sole Member

			By: ZAGG Inc
			Its: Sole Member

			By: /s/ CHRIS AHERN
			Chris Ahern
			Chief Executive Officer

Signature Page 2 of 2 to

Guarantor Acknowledgment and Agreement

SCHEDULE 1

COMMITMENTS OF LENDERS


LENDERS	REVOLVING CREDIT COMMITMENT PERCENTAGE*	REVOLVING CREDIT COMMITMENT AMOUNT*	MAXIMUM AMOUNT*
KeyBank National Association	47.20%	$59,000,000.00	$59,000,000.00
Zions Bancorporation, N.A. dba Zions First National Bank	35.20%	$44,000,000.00	$44,000,000.00
MUFG Union Bank, N.A.	17.60%	$22,000,000.00	$22,000,000.00
Total Commitment Amount	100.00%	$125,000,000.00	$125,000,000.00

*Provided that, during the Temporary Accordion Increase Period only, the following shall be in effect:


LENDERS	REVOLVING CREDIT COMMITMENT PERCENTAGE	REVOLVING CREDIT COMMITMENT AMOUNT	MAXIMUM AMOUNT
KeyBank National Association	48.895027624309%	$70,800,000.00	$70,800,000.00
Zions Bancorporation, N.A. dba Zions First National Bank	30.386740331492%	$44,000,000.00	$44,000,000.00
MUFG Union Bank, N.A.	20.718232044199%	$30,000,000.00	$30,000,000.00
Total Commitment Amount	100.00%	$144,800,000.00	$144,800,000.00

ZAGG INC

EXECUTIVE SEVERANCE PLAN

ZAGG Inc, a Delaware corporation (the “Company”), has adopted this ZAGG Inc Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA (as defined below)) in connection with qualifying terminations of employment.

1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings indicated below:

1.1 “Actual Incentive Compensation” means the Participant’s cash performance bonus, if any, for the year in which the Date of Termination occurs, based on actual performance during the year in which the Date of Termination occurs.

1.2 “Base Compensation” means the Participant’s annual base salary rate in effect immediately prior to a Qualifying Termination, disregarding any reduction which gives rise to Good Reason.

1.3 “Board” means the Board of Directors of the Company.

1.4 “Cash Salary Severance” means the portion of a Participant’s Cash Severance that is based on the Participant’s Base Compensation determined in accordance with Exhibit A or Exhibit B attached hereto, as applicable.

1.5 “Cash Salary Severance Period” means the length of time over which a Participant would receive his or her Cash Salary Severance if the Cash Salary Severance were paid to the Participant according to the same schedule the Participant received his or her Base Compensation immediately prior to the Qualifying Termination.

1.6 “Cash Severance” means the Cash Salary Severance and, if applicable, the Incentive Compensation Severance, determined in accordance with Exhibit A or Exhibit B attached hereto, as applicable.

1.7 “Cause” means the occurrence of any one or more of the following events:

(a) The Participant’s theft, dishonesty, or falsification of any employment or Company records;

(b) The Participant’s improper disclosure of the Company’s confidential or proprietary information resulting in damage to the Company;

(c) Any action or inaction by the Participant which has a material detrimental effect on the Company’s reputation or business;

(d) The Participant’s failure or inability to perform any assigned duties after written notice from the Company to the Participant of, and a reasonable opportunity to cure, such failure or inability;

(e) The Participant’s conviction (including any plea of guilty or no contest) of a felony, or of any other criminal act if that act impairs such Participant’s ability to perform his or her duties; or

(f) The Participant’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers, or employees, if the Company has requested such Participant’s cooperation.

1.8 “Change in Control” shall mean the occurrence of any of the following: (i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided that, a Change of Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company's stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of the Company; (iii) a majority of the members of the Board of Directors of the Company are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment or election; or (iv) the complete liquidation of the Company or the sale or other disposition by the Company of all or substantially all of the Company's assets.

1.9 “CIC Protection Period” means the twelve (12) month period following a Change in Control and ending on and including the one-year anniversary of the date of a Change in Control.

1.10 “CIC Termination” means a Qualifying Termination which occurs during the CIC Protection Period.

1.11 “Claimant” shall have the meaning set forth in Section 11.1 hereof.

1.12 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

1.13 “COBRA Period” means the number of months during which the Participant is entitled to COBRA Premium Payments, determined in accordance with Exhibit A or Exhibit B attached hereto, as applicable.

1.14 “COBRA Premium Payment” shall have the meaning set forth in Section 4.2(b) hereof.

1.15 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

1.16 “Committee” means the Compensation Committee of the Board, or such other committee as may be appointed by the Board to administer the Plan.

1.17 “Date of Termination” means the effective date of the termination of the Participant’s employment.

1.18 “Disability” means:

(a) the Participant’s inability, by reason of physical or mental illness or other cause, to perform his or her duties hereunder on a full-time basis for a period of 90 days in any one year period; or

(b) in the discretion of the Committee, as such term is defined in any disability insurance policy in effect at the Company during the time in question.

1.19 “Employee” means an individual who is an employee (within the meaning of Code Section 3401(c)) of the Company or any of its subsidiaries.

1.20 “Equity Award” means a Company equity-based award, including, but not limited to, options, restricted stock units, and performance stock units, issued under any equity-based award plan of the Company, including, but not limited to, the Company’s Amended and Restated 2013 Equity Incentive Award Plan, as may be amended from time to time.

1.21 “Equity Award Treatment” shall have the meaning set forth in Section 4.3 hereof.

1.22 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

1.23 “Excise Tax” shall have the meaning set forth in Section 7.1 hereof.

1.24 “Good Reason” means the occurrence of any one or more of the following events without the Participant’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) as provided below:

(a) a change in the Participant’s position with the Company which materially diminishes such Participant’s duties, responsibilities, or authority;

(b) a material diminution of the Participant’s Base Compensation; or

Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company with written notice setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason, (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice, and (3) the effective date of the Participant’s termination for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period.

1.25 “Incentive Compensation Severance” means the portion of a Participant’s Cash Severance that is based on the Participant’s Actual Incentive Compensation or Target Incentive Compensation, as applicable, as determined in accordance with Exhibit A or Exhibit B attached hereto, as applicable.

1.26 “Independent Advisors” shall have the meaning set forth in Section 7.2 hereof.

1.27 “Participant” means each Employee who is selected by the Administrator to participate in the Plan and is provided with (and, if applicable, countersigns) a Participation Notice in accordance with Section 13.2 hereof, other than any Employee who, at the time of his or her termination of employment, is covered by a plan or agreement with the Company or a subsidiary that provides for cash severance or termination benefits that explicitly supersedes and/or replaces the payments and benefits provided under this Plan. For the avoidance of doubt, retention bonus payments, change in control bonus payments and other similar payments shall not constitute “cash severance” for purposes of this definition.

1.28 “Participation Notice” shall have the meaning set forth in Section 13.2 hereof.

1.29 “Qualifying Termination” means a termination of the Participant’s employment with the Company or a subsidiary, as applicable, by the Company or a subsidiary, as applicable, without Cause, or by the Participant for Good Reason. Notwithstanding anything contained herein, in no event shall a Participant be deemed to have experienced a Qualifying Termination (a) if such Participant is offered and/or accepts a comparable employment position with the Company or any subsidiary, or (b) if in connection with a Change in Control or any other corporate transaction or sale of assets involving the Company or any subsidiary, such Participant is offered and accepts a comparable employment position with the successor or purchaser entity (or an affiliate thereof), as applicable. A Qualifying Termination shall not include a termination due to the Participant’s death or Disability.

1.30 “Release” shall have the meaning set forth in Section 4.4 hereof.

1.31 “Severance Benefits” means the severance payments and benefits to which a Participant may become entitled pursuant to Section 4 of the Plan and the Exhibits attached hereto.

1.32 “Target Incentive Compensation” means the Participant’s target cash performance bonus, if any, for the year in which the Date of Termination occurs.

1.33 “Total Payments” shall have the meaning set forth in Section 7.1 hereof.

2. Effectiveness of the Plan; Notification. The Plan shall become effective on April 15, 2020. The Administrator shall, pursuant to a Participation Notice, notify each Participant that such Participant has been selected to participate in the Plan.

3. Administration. Subject to Section 13.4 hereof, the Plan shall be interpreted, administered and operated by the Committee (the “Administrator”), which shall have complete authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Administrator may delegate any of its duties hereunder to a subcommittee, or to such

person or persons from time to time as it may designate other than to any Participant in the Plan. All decisions, interpretations and other actions of the Administrator (including with respect to whether a Qualifying Termination has occurred) shall be final, conclusive and binding on all parties who have an interest in the Plan.

4. Severance Benefits.

4.1 Eligibility. Each Employee who qualifies as a Participant and who experiences a Qualifying Termination is eligible to receive Severance Benefits under the Plan.

4.2 Qualifying Termination Payment. In the event that a Participant experiences a Qualifying Termination (other than a CIC Termination), then, subject to the Participant’s execution and, to the extent applicable, non-revocation of a Release in accordance with Section 4.4 hereof, and subject to any additional requirements specified in the Plan, the Company shall pay or provide to the Participant the following Severance Benefits:

(a) Cash Severance Payment. The Company shall pay to the Participant an amount equal to the Cash Severance determined in accordance with Exhibit A attached hereto. Subject to Section 6.2 hereof, the Cash Severance (as set forth on Exhibit A) shall be paid in substantially equal installments over a Cash Salary Severance Period commencing on the 60^th day following the Date of Termination in accordance with the Company’s normal payroll practice.

(b) COBRA. Subject to the requirements of the Code, if the Participant properly elects healthcare continuation coverage under the Company’s group health plans pursuant to COBRA, to the extent that the Participant is eligible to do so, then the Company shall directly pay or, at its election, reimburse the Participant for the COBRA premiums for the Participant and the Participant’s covered dependents (in an amount determined based on the same benefit levels as would have applied if the Participant’s employment had not been terminated based on the Participant’s elections in effect on the Date of Termination) until the earlier of the end of the month during which the Participant’s COBRA Period, determined in accordance with Exhibit A attached hereto, ends or the date the Participant becomes eligible for healthcare coverage under a subsequent employer’s health plan (the “COBRA Premium Payment”). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover the Participant under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company reimbursement shall thereafter be paid to the Participant in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof).

4.3 CIC Termination Payment. In the event that a Participant experiences a CIC Termination, then, subject to the Participant’s execution and, to the extent applicable, non-revocation of a Release in accordance with Section 4.4 hereof, and subject to any additional requirements specified in the Plan, then (a) the Company shall pay or provide to the Participant, as applicable, the Severance Benefits

set forth in Sections 4.2(a) and (b) hereof, paid in substantially equal installments over a Cash Salary Severance Period commencing on the 60^th day following the Date of Termination in accordance with the Company’s normal payroll practice; provided, however, that the amount of the Cash Severance and the COBRA Period shall be determined in accordance with Exhibit B attached hereto (instead of in accordance with Exhibit A), and (b) each outstanding Equity Award held by the Participant as of his or her Date of Termination shall vest as specified in Exhibit B, and, as applicable, become exercisable upon the later of the effectiveness of the Release and as of immediately prior to the consummation of a Change in Control (the “Equity Award Treatment”).

4.4 Release. Notwithstanding anything herein to the contrary, no Participant shall be eligible or entitled to receive or retain any Severance Benefits under the Plan unless he or she executes a general release of claims substantially in the form attached hereto as Exhibit C (the “Release”) within 21 days (or 45 days if necessary to comply with applicable law) after the Date of Termination and, if he or she is entitled to a seven day post-signing revocation period under applicable law, does not revoke such Release during such seven day period.

5. Limitations. Notwithstanding any provision of the Plan to the contrary, if a Participant’s status as an Employee is terminated for any reason other than due to a Qualifying Termination, the Participant shall not be entitled to receive any Severance Benefits under the Plan, and the Company shall not have any obligation to such Participant under the Plan.

6. Section 409A.

6.1 General. To the extent applicable, the Plan shall be interpreted and applied consistent and in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, to the extent that the Administrator determines that any payments or benefits under the Plan may not be either compliant with or exempt from Code Section 409A and related Department of Treasury guidance, the Administrator may in its sole discretion adopt such amendments to the Plan or take such other actions that the Administrator determines are necessary or appropriate to (a) exempt the compensation and benefits payable under the Plan from Code Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (b) comply with the requirements of Code Section 409A and related Department of Treasury guidance; provided, however, that this Section 6.1 shall not create any obligation on the part of the Administrator to adopt any such amendment or take any other action, nor shall the Company have any liability for failing to do so.

6.2 Potential Six-Month Delay. Notwithstanding anything to the contrary in the Plan, no amounts shall be paid to any Participant under the Plan during the six-month period following such Participant’s “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury Regulation Section 1.409A-1(h)) to the extent that the Administrator determines that paying such amounts at the time or times indicated in the Plan would result in a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Code Section 409A without resulting in a prohibited distribution, including as a result of the Participant’s death), the Participant shall receive payment of a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Participant during such six-month period without interest thereon.

6.3 Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service”.

6.4 Reimbursements. To the extent that any payments or reimbursements provided to a Participant under the Plan are deemed to constitute compensation to the Participant to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31st of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Participant’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

6.5 Installments. For purposes of applying the provisions of Code Section 409A to the Plan, each separately identified amount to which a Participant is entitled under the Plan shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, the right to receive any installment payments under the Plan shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). Whenever a payment under the Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

7. Limitation on Payments.

7.1 Best Pay Cap. Notwithstanding any other provision of the Plan, in the event that any payment or benefit received or to be received by a Participant (including any payment or benefit received in connection with a termination of the Participant’s employment, whether pursuant to the terms of the Plan or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Benefits, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Code Section 4999 (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the Cash Severance benefits under the Plan shall first be reduced, and any noncash severance payments hereunder shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (a) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (b) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

7.2 Certain Exclusions. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (a) no portion of the Total Payments, the receipt or retention of which the Participant has waived at such time and in such manner so as not to constitute a “payment” within the meaning of Code Section 280G(b), will be taken into account; (b) no portion of the Total Payments will be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the “base amount” (as defined in Code Section 280G(b)(3)) allocable to such reasonable compensation; and (c) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Code Sections 280G(d)(3) and (4).

8. No Mitigation. No Participant shall be required to seek other employment or attempt in any way to reduce or mitigate any Severance Benefits payable under the Plan and the amount of any such Severance Benefits shall not be reduced by any other compensation paid or provided to any Participant following such Participant’s termination of service.

9. Successors.

9.1 Company Successors. The Plan shall inure to the benefit of and shall be binding upon the Company and its successors and assigns. Any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume and agree to perform the obligations of the Company under the Plan.

9.2 Participant Successors. The Plan shall inure to the benefit of and be enforceable by each Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees or other beneficiaries. If a Participant dies while any amount remains payable to such Participant hereunder, all such amounts shall be paid in accordance with the terms of the Plan to the executors, personal representatives or administrators of such Participant’s estate.

10. Notices. All communications relating to matters arising under the Plan shall be in writing and shall be deemed to have been duly given when hand delivered, faxed, emailed or mailed by reputable overnight carrier or United States certified mail, return receipt requested, addressed, if to a Participant, to the address on file with the Company or to such other address as the Participant may have furnished to the other in writing in accordance herewith and, if to the Company, to such address as may be specified from time to time by the Administrator, except that notice of change of address shall be effective only upon actual receipt.

11. Claims Procedure; Arbitration.

11.1 Claims. Generally, Participants are not required to present a formal claim in order to receive benefits under the Plan. If, however, any person (the “Claimant”) believes that benefits are being denied improperly, that the Plan is not being operated properly, that fiduciaries of the Plan have breached

their duties, or that the Claimant’s legal rights are being violated with respect to the Plan, the Claimant must file a formal claim, in writing, with the Administrator. This requirement applies to all claims that any Claimant has with respect to the Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Administrator determines, in its sole discretion that it does not have the power to grant all relief reasonably being sought by the Claimant. A formal claim must be filed within 90 days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Administrator consents otherwise in writing. The Administrator shall provide a Claimant, on request, with a copy of the claims procedures established under Section 11.2 hereof.

11.2 Claims Procedure. The Administrator has adopted procedures for considering claims (which are set forth in Exhibit D attached hereto), which it may amend or modify from time to time, as it sees fit. These procedures shall comply with all applicable legal requirements. These procedures may provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Administrator or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under the Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

12. Covenants.

12.1 Restrictive Covenants. A Participant’s right to receive and/or retain the Severance Benefits payable under this Plan is conditioned upon and subject to the Participant’s continued compliance with any restrictive covenants (e.g., confidentiality, non-solicitation, non-competition, non-disparagement) contained in any other written agreement between the Participant and the Company, as in effect on the date of the Participant’s Qualifying Termination.

12.2 Return of Property. A Participant’s right to receive and/or retain the Severance Benefits payable under the Plan is conditioned upon the Participant’s return to the Company of all Company documents (and all copies thereof) and other Company property (in each case, whether physical, electronic or otherwise) in the Participant’s possession or control.

13. Miscellaneous.

13.1 Entire Plan; Relation to Other Agreements. The Plan, together with any Participation Notice issued in connection with the Plan, contains the entire understanding of the parties relating to the subject matter hereof and supersedes any prior agreement, arrangement and understanding between any Participant, on the one hand, and the Company and/or any subsidiary, on the other hand, with respect to the subject matter hereof. By participating in the Plan and accepting the Severance Benefits hereunder, the Participant acknowledges and agrees that any prior agreement, arrangement and understanding between any Participant, on the one hand, and the Company and/or any subsidiary, on the other hand, with respect to the subject matter hereof is hereby revoked and ineffective with respect to the Participant (including with respect to any severance arrangement contained in an effective employment agreement, employment letter agreement and/or change of control addendum by and between the Participant and the Company (and/or any subsidiary)).

13.2 Participation Notices. The Administrator shall have the authority, in its sole discretion, to select Employees to participate in the Plan and to provide written notice to any such Employee that he or she is a Participant in, and eligible to receive Severance Benefits under, the Plan (a “Participation Notice”) at or any time prior to his or her termination of employment.

13.3 No Right to Continued Service. Nothing contained in the Plan shall (a) confer upon any Participant any right to continue as an employee of the Company or any subsidiary, (b) constitute any contract of employment or agreement to continue employment for any particular period, or (c) interfere in any way with the right of the Company to terminate a service relationship with any Participant, with or without Cause.

13.4 Termination and Amendment of Plan. Prior to the consummation of a Change in Control, the Plan may be amended or terminated by the Administrator at any time and from time to time, in its sole discretion. From and after the consummation of a Change in Control, the Plan may not be amended, modified, suspended or terminated except with the express written consent of each Participant who would be adversely affected by any such amendment, modification, suspension or termination.

13.5 Survival. Section 7 (Limitation on Payments), Section 11 (Claims Procedure; Arbitration) and Section 12 (Covenants) hereof shall survive the termination or expiration of the Plan and shall continue in effect.

13.6 Severance Benefit Obligations. Notwithstanding anything contained herein, Severance Benefits paid or provided under the Plan may be paid or provided by the Company or any subsidiary employer, as applicable.

13.7 Withholding. The Company shall have the authority and the right to deduct and withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any Severance Benefits payable under the Plan.

13.8 Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of any Participant under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Participant under the Plan shall be liable for, or subject to, any obligation or liability of such Participant. When a payment is due under the Plan to a Participant who is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative.

13.9 Applicable Law. The Plan is intended to be an unfunded “top hat” pension plan within the meaning of U.S. Department of Labor Regulation Section 2520.104-23 and shall be interpreted, administered, and enforced as such in accordance with ERISA. To the extent that state law is applicable, the statutes and common law of the State of Delaware, excluding any that mandate the use of another jurisdiction’s laws, will apply.

13.10 Validity. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect.

13.11 Captions. The captions contained in the Plan are for convenience only and shall have no bearing on the meaning, construction or interpretation of the Plan’s provisions.

13.12 Expenses. The expenses of administering the Plan shall be borne by the Company or its successor, as applicable.

13.13 Unfunded Plan. The Plan shall be maintained in a manner to be considered “unfunded” for purposes of ERISA. The Company shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor against the Company, with respect to the benefits payable hereunder, or which may be payable hereunder, to any Participant, surviving spouse or beneficiary hereunder. If the Company, acting in its sole discretion, establishes a reserve or other fund associated with the Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under the Plan, nor shall such person have any right to receive any payment under the Plan except as and to the extent expressly provided in the Plan. The assets in any such reserve or fund shall be part of the general assets of the Company, subject to the control of the Company.

* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of ZAGG Inc on April 15, 2020.

Signature: /s/ABBY BARRACLOUGH

Name: Abby Barraclough

Title: General Counsel & Board Secretary

Exhibit A

Calculation of non-Change in control Severance Amounts

Tier

Cash Salary Severance

Incentive Compensation Severance

COBRA Period

100% Base Compensation

Pro-rata Actual Incentive Compensation (pro-rated based on the number of days worked during the year in which the Date of Termination occurs, divided by the total number of days in such year)*

12 months

100% Base Compensation

12 months

75% Base Compensation

9 months

50% Base Compensation

6 months

* Payable on the date on which annual bonuses are generally paid (but no later than March 15 of the year following year in which the Date of Termination occurs).

Exhibit B

Calculation of Change in control Severance Amounts

Tier

Cash Salary Severance

Incentive Compensation Severance

Equity Acceleration

COBRA Period

200% Base Compensation

200% of Target Incentive Compensation

Full vesting acceleration of Equity Awards (with performance stock unit awards paid at target performance values)

18 months (1)

100% Base Compensation

100% of Target Incentive Compensation

12 months

100% Base Compensation

100% of Target Incentive Compensation

12 months

100% Base Compensation

100% of Target Incentive Compensation

12 months

(1) In addition, Tier 1 Participants shall also receive, in a single lump-sum payment on the 60^th day after the Date of Termination, an amount equal to six months of the Participant’s monthly COBRA Premium Payment.

EXHIBIT C

FORM OF RELEASE

[omitted]

EXHIBIT D

Detailed Claims Procedures

Section 1.1. Claim Procedure. Claims for benefits under the Plan shall be administered in accordance with Section 503 of ERISA and the Department of Labor Regulations thereunder. The Administrator shall have the right to delegate its duties under this Exhibit and all references to the Administrator shall be a reference to any such delegate, as well. The Administrator shall make all determinations as to the rights of any Participant, beneficiary, alternate payee or other person who makes a claim for benefits under the Plan (each, a “Claimant”). A Claimant may authorize a representative to act on his or her behalf with respect to any claim under the Plan. A Claimant who asserts a right to any benefit under the Plan he has not received, in whole or in part, must file a written claim with the Administrator. All written claims shall be submitted to the Company’s Director of Human Resources.

(a)Regular Claims Procedure. The claims procedure in this subsection (a) shall apply to all claims for Plan benefits.

(i)Timing of Denial. If the Administrator denies a claim in whole or in part (an “adverse benefit determination”), then the Administrator will provide notice of the decision to the Claimant within a reasonable period of time, not to exceed 90 days after the Administrator receives the claim, unless the Administrator determines that an extension of time for processing is required. In the event that the Administrator determines that such an extension is required, written notice of the extension will be furnished to the Claimant before the end of the initial 90 day review period. The extension will not exceed a period of 90 days from the end of the initial 90 day period, and the extension notice will indicate the special circumstances requiring such extension of time and the date by which the Administrator expects to render the benefit decision.

(ii)Denial Notice. The Administrator shall provide every Claimant who is denied a claim for benefits with a written or electronic notice of its decision. The notice will set forth, in a manner to be understood by the Claimant:

(1)the specific reason or reasons for the adverse benefit determination;

(2)reference to the specific Plan provisions on which the determination is based;

(3)a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation as to why such information is necessary; and

(4)an explanation of the Plan’s appeal procedure and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA after receiving a final adverse benefit determination upon appeal.

(iii)Appeal of Denial. The Claimant may appeal an initial adverse benefit determination by submitting a written appeal to the Administrator within 60 days of receiving notice of the denial of the claim. The Claimant:

(1)may submit written comments, documents, records and other information relating to the claim for benefits;

(2)will be provided, upon request and without charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits; and

(3)will receive a review that takes into account all comments, documents, records and other information submitted by the Claimant relating to the appeal, without regard to whether such information was submitted or considered in the initial benefit determination.

(iv)Decision on Appeal. The Administrator will conduct a full and fair review of the claim and the initial adverse benefit determination. The Administrator holds regularly scheduled meetings at least quarterly. The Administrator shall make a benefit determination no later than the date of the regularly scheduled meeting that immediately follows the Plan’s receipt of an appeal request, unless the appeal request is filed within 30 days preceding the date of such meeting. In such case, a benefit determination may be made by no later than the date of the second regularly scheduled meeting following the Plan’s receipt of the appeal request. If special circumstances require a further extension of time for processing, a benefit determination shall be rendered no later than the third regularly scheduled meeting of the Administrator following the Plan’s receipt of the appeal request. If such an extension of time for review is required, the Administrator shall provide the Claimant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to the commencement of the extension. The Administrator generally cannot extend the review period any further unless the Claimant voluntarily agrees to a longer extension. The Administrator shall notify the Claimant of the benefit determination as soon as possible but not later than five days after it has been made.

(v)Notice of Determination on Appeal. The Administrator shall provide the Claimant with written or electronic notification of its benefit determination on review. In the case of an adverse benefit determination, the notice shall set forth, in a manner intended to be understood by the Claimant:

(1)the specific reason or reasons for the adverse benefit determination;

(2)reference to the specific Plan provisions on which the adverse benefit determination is based;

(3)a statement that the Claimant is entitled to receive, upon request and without charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

(4)a statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures; and

(5)a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

(b) Exhaustion; Judicial Proceedings. No action at law or in equity shall be brought to recover benefits under the Plan until the claim and appeal rights described in the Plan have been exercised and the Plan benefits requested in such appeal have been denied in whole or in part. If any judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary claim, the evidence presented may be strictly limited to the evidence timely presented to the Administrator. Any such judicial proceeding must be filed by the earlier of: (a) one year after the Administrator’s final decision regarding the claim appeal or (b) one year after the Participant or other Claimant commenced payment of the Plan benefits at issue in the judicial proceeding. The jurisdiction and venue for any judicial proceedings arising under or relating to the Plan will be exclusively in the courts in California, including the federal courts located there should federal jurisdiction exist. This paragraph (c) shall not be construed to prohibit the enforcement of any arbitration agreements.

(c)Administrator’s Decision is Binding. Benefits under the Plan shall be paid only if the Administrator decides in its sole discretion that a Claimant is entitled to them. In determining claims for benefits, the Administrator has the authority to interpret the Plan, to resolve ambiguities, to make factual determinations, and to resolve questions relating to eligibility for and amount of benefits. Subject to applicable law, any decision made in accordance with the above claims procedures is final and binding on all parties and shall be given the maximum possible deference allowed by law. A misstatement or other mistake of fact shall be corrected when it becomes known and the Administrator shall make such adjustment on account thereof as it considers equitable and practicable.

ZAGG Announces Appointment of Two New Board Members;

COVID-19 Response

SALT LAKE CITY — April 15, 2020 — ZAGG Inc (NASDAQ: ZAGG) (“ZAGG” or the “Company”), a leading global mobile lifestyle company, today announced that the Board of Directors (the ”Board”) has appointed Ron Garriques and Edward Terino as members of the Board effective immediately, expanding the Board to seven members. The Board also announced that, effective immediately, it has changed its cash and stock-based Director compensation to an all stock compensation program in an effort to preserve cash and more closely align Director compensation to stockholder interests.

“We welcome Ron and Ed to the ZAGG Board and look forward to their valuable counsel and perspective as we continue to execute on our strategic plan and to maximize value for all of our stockholders,” said Cheryl A. Larabee, Chair of ZAGG.

"We are pleased that ZAGG has taken steps to expand and refresh the Board of Directors. We are highly supportive of this decision and believe that the Board has added strong experience and expertise through this refreshment process in order to leverage the embedded value in its portfolio of brands,” stated James Roumell, Partner and Portfolio Manager, Roumell Asset Management.

“We believe that Ron and Ed bring valuable skills and experience to help guide ZAGG. ZAGG is a great company with multiple ways to unlock significant stockholder value. We believe that the new directors bring fresh perspectives and added expertise to support our mutual goal of maximizing value for all stockholders,” added Andrew Rechtschaffen, Managing Partner, AREX Capital Management.

As part of the appointment of the new Directors, the Company entered into a cooperation agreement with each of Roumell Asset Management, owner of 4.00%, and AREX Capital Management, owner of 7.64%, that includes customary standstill and voting commitments. Both firms have agreed to vote their shares in favor of the Company’s slate of director nominees at the Company’s 2020 annual meeting of stockholders. The full agreements between the Company and Roumell and the Company and AREX will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

About Ron Garriques

Ron Garriques, age 56, has been the CEO of VEYEP Holdings, LLC for the past four years. He previously worked in the consumer electronics and mobile technology industry for nearly 35 years. He served as President of the Motorola Personal Communications Sector, and President of the Global Consumer Group at Dell Inc.

He started his career as a wireless systems mechanical engineer working at Bell Laboratories in New Jersey, where he subsequently led the deployment of wireless digital systems globally. Mr. Garriques holds a Master’s Degree in Business Administration from The Wharton School at the University of Pennsylvania, a Master’s in Mechanical Engineering from Stanford University, and a Bachelor’s Degree in Mechanical Engineering from Boston University.

About Edward Terino

Edward Terino, age 66, has significant board and operating management experience in B2B and B2C technology businesses and possesses significant M&A experience. Mr. Terino was previously the Chief Executive Officer and Director of SeaChange International Inc. (NASDAQ: SEAC), a global leader in video technology solutions to content owners, telecommunications providers and cable operators. He has served on a number of public company boards, including Baltic Trading Ltd. Extreme Networks Inc., S1 Corporation, and Phoenix Technologies Ltd. Mr. Terino has served as Chairman of the Audit Committee and a member of the Compensation Committee on most of these Boards. Mr. Terino has over 30 years of management experience in the roles of CFO, COO and CEO in a number of publicly-traded companies in the technology, maritime transportation, and educational publishing industries. He began his career at Deloitte & Touche and spent 9 years in their consulting services organization. Mr. Terino earned a B.S. in Management from Northeastern University and he earned a MBA from Suffolk University.

COVID-19 Response

The Company and its Board of Directors have taken the following proactive measures to provide enhanced financial flexibility during the COVID-19 pandemic:

•Closed on amendment to its secured revolving credit facility to increase available borrowings by $19.8 million through March 2021.

•Closed on a small business administration loan under the CARES Act of approximately $9.4 million that is expected to fund in the next five business days.

•Implemented temporary furloughs or lay-off of approximately 20 percent of U.S. employees and reduced its Europe and Asia Pacific staff, excluding China, by approximately 20 percent. Employees on temporary furlough will retain their health insurance coverage throughout the furlough.

•Temporarily reduced salaries, led by the executive team, including a 15% percent reduction for its Chief Executive Officer, 10% reductions for the rest of the executive team and 5% reductions for senior management.

•Temporarily reduced the cash portion of the Board of Directors’ compensation by 15% and replaced such compensation with stock-based compensation.

•Deferred spending on all non-essential projects.

•Implemented a host of global cost reduction initiatives.

•Cancelled or delayed purchase orders to align with adjusted demand forecast.

Chris Ahern, Chief Executive Officer of ZAGG, commented, “These are unprecedented and challenging times and our first thoughts are with everyone affected by this pandemic. In the face of ongoing uncertainty related to COVID-19, we have taken a number of actions to reduce our operating costs in the near term and further enhance our financial flexibility. This includes very difficult decisions relating to our team members in the United States and overseas. These decisions were not taken lightly, however we believe they are critical for the long-term benefit of the Company and all its stakeholders.”

2020 Outlook Update

As a result of ongoing disruption and uncertainty related to the global COVID-19 pandemic, ZAGG has withdrawn its first quarter and full-year 2020 outlook provided on March 11, 2020 and will not offer an updated outlook at this time. More information will be provided during the Company's first quarter fiscal 2020 conference call.

About ZAGG:

ZAGG is a global leader in accessories and technologies that empower mobile lifestyles. The Company has an award-winning product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio sold under the ZAGG, mophie, InvisibleShield, IFROGZ, BRAVEN, Gear4, and HALO brands. ZAGG has operations in the United States, Ireland, and China. ZAGG products are available worldwide and can be found at leading retailers including Best Buy, Verizon, AT&T, Sprint, T-Mobile, Walmart, Target, and Amazon.com. For more information, please visit the Company’s website at www.ZAGG.com and follow us on Facebook, Twitter, and Instagram.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” “project,” “target,” “future,” “seek,” “likely,” “strategy,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our outlook for the Company, the duration of salary reductions, workforce reductions and other cost-cutting measures as a result of the COVID-19 pandemic, the impact of additional borrowings and statements that estimate or project future results of operations or the performance of the Company.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•the impacts of certain environmental and health risks, including the recent outbreak of the coronavirus (COVID-19) and its potential impact on the Company's operations, sourcing from China, and future demand for the Company's products for an uncertain duration of time;

•the ability to design, produce, and distribute the creative product solutions required to retain existing customers and to attract new customers;

•building and maintaining marketing and distribution functions sufficient to gain meaningful international market share for our products;

•the ability to respond quickly with appropriate products after the adoption and introduction of new mobile devices by major manufacturers like Apple®, Samsung®, and Google®;

•changes or delays in announced launch schedules for (or recalls or withdrawals of) new mobile devices by major manufacturers like Apple, Samsung, and Google;

•the ability to successfully integrate new operations or acquisitions;

•the impacts of inconsistent quality or reliability of new product offerings;

•the impacts of lower profit margins in certain new and existing product categories, including certain mophie products;

•the impacts of changes in economic conditions, including on customer demand;

•managing inventory in light of constantly shifting consumer demand;

•the failure of information systems or technology solutions or the failure to secure information system data, failure to comply with privacy laws, security breaches, or the effect on the Company from cyber-attacks, terrorist incidents or the threat of terrorist incidents;

•changes in U.S. and international trade policy and tariffs, including the effect of increases in U.S.-China tariffs on selected materials used in the manufacture of products sold by the Company which are sourced from China;

•adoption of or changes in accounting policies, principles, or estimates; and

•changes in the law, economic and financial conditions, including the effect of enactment of US tax reform or other tax law changes.

Any forward-looking statement made by us in this press release speaks only as of the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Readers should also review the risks and uncertainties listed in our most recent Annual Report on Form 10-K and other reports we file with the U.S. Securities and Exchange Commission, including (but not limited to) Item 1A - “Risk Factors” in the Form 10-K and Management's Discussion and Analysis of Financial Condition and Results of Operations and the risks described therein from time to time. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. The forward-looking statements contained in this press release are intended to qualify for the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Investor Contacts:

ICR, Inc. Brendon Frey 203-682-8216 brendon.frey@icrinc.com

Georgeson LLC

William P. Fiske

(212) 440-9128

bfiske@georgeson.com

Company Contact:

ZAGG Inc

Jeff DuBois

801-506-7336

jeff.dubois@ZAGG.com