HZO, INC. SECURITY AGREEMENTSecurity Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Utah
THIS SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of September 25, 2009 (the “Closing Date”), is executed by hZo, Inc., a Delaware corporation, (together with its successors and assigns, “Debtor”), in favor of Collateral Agent (as defined below) on behalf of the Secured Parties listed on the signature pages hereof (the “Secured Parties”).
HZO, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Delaware
This Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made as of September 25, 2009 by and among hZo, Inc., a Delaware corporation (the “Company”) the individuals and entities listed on Exhibit A attached hereto (each, an “Investor,” and collectively, the “Investors”) and the individuals listed on Exhibit B attached hereto (each, a “Key Holder,” and collectively, the “Key Holders”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Utah
THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of September 25, 2009, (this “Agreement”) is entered into by and among HZO, INC., a Delaware corporation (the “Company”), with its principal executive office at 3855 South 500 West, Suite J, Salt Lake City, UT 84115, and THE PERSONS AND ENTITIES LISTED ON THE SCHEDULE OF INVESTORS attached hereto as Schedule I (each an “Investor,” and collectively, the “Investors”).
HZO, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Delaware
This Series A Preferred Stock Purchase Agreement (this “Agreement”) is made as of September 25, 2009, by and among hZo, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors”).
HZO, INC. WARRANT TO PURCHASE SHARESWarrant Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Utah
This Warrant is issued to ZAGG, Inc. (the “Holder”) by hZo, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of September 25, 2009, in connection with the Company’s issuance of a Subordinated Secured Convertible Promissory Note (the “Note”) to the Holder.
HZO, INC. VOTING AGREEMENTVoting Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Delaware
This Voting Agreement (this “Agreement”) is made as of September 25, 2009 by and among hZo, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (each an “Investor,” and collectively the “Investors”), and the persons listed on Exhibit B hereto (each a “Key Holder,” and collectively the “Key Holders”). The Key Holders and the Investors are referred to herein collectively as the “Voting Parties.”
TECHNOLOGY CONTRIBUTION AGREEMENTTechnology Contribution Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Delaware
This TECHNOLOGY CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of September 25, 2009 (the “Effective Date”), by and between Northeast Maritime Institute, Inc., a Massachusetts corporation, with an address at 32 Washington Street, Fairhaven, MA 02719 (“Seller”) and hZo, Inc., a Delaware corporation, with an address at 3855 South 500 West Suite J, Salt Lake City, Utah 84115 (“Purchaser”) In consideration of the covenants and mutual understandings herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
Exclusive Marketing & Distribution AgreementExclusive Marketing & Distribution Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Utah
This Exclusive Marketing & Distribution Agreement (“Agreement”) is entered into as of this 25th day of September 2009 (the “Effective Date”), by and between hZo, Inc., a Delaware Corporation (“Company”) and ZAGG, Inc., a Delaware corporation, (“ZAGG”).
HZO, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 5th, 2009 • Zagg INC • Retail-miscellaneous retail • Delaware
This Investor Rights Agreement (this “Agreement”) is made as of September 25, 2009, by and among hZo, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
