Exhibit
10.5


 


TERM
NOTE


 


	$9,090,909.10	March
    3, 2016





 



FOR
VALUE RECEIVED, the undersigned, ZAGG INC, a Nevada corporation (the “Borrower”), promises to pay to the order of
KEYBANK NATIONAL ASSOCIATION (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as the Administrative
Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of


 


NINE
MILLION NINETY THOUSAND NINE HUNDRED NINE AND 10/100......................................................................................... DOLLARS


 


in
lawful money of the United States of America in consecutive principal payments as set forth in the Credit Agreement (as hereinafter
defined).


 


As
used herein, “Credit Agreement” means the Credit and Security Agreement dated as of March 3, 2016, among the Borrower,
the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative
Agent”), as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein
that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.


 


The
Borrower also promises to pay interest on the unpaid principal amount of the Term Loan from time to time outstanding, from the
date of the Term Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the
provisions of Section 2.4(c) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section
2.4(c); provided that interest on any principal portion that is not paid when due shall be payable on demand.


 


The
portions of the principal sum hereof from time to time representing Base Rate Loans and Eurodollar Loans, interest owing thereon,
and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally
employ; provided that failure to make any such entry shall in no way detract from the obligations of the Borrower under this Note
or the Credit Agreement.


 


If
this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision
for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear
interest, pursuant to the terms of the Credit Agreement, until paid, at a rate per annum equal to the Default Rate. All payments
of principal of and interest on this Note shall be made in immediately available funds.


 












     


     

    

 


This
Note is one of the Term Notes referred to in the Credit Agreement and is entitled to the benefits thereof. Reference is made to
the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder
hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.


 


Except
as expressly provided in the Credit Agreement, the Borrower expressly waives presentment, demand, protest and notice of any kind.
This Note shall be governed by and construed in accordance with the laws of the State of New York.


 


JURY
TRIAL WAIVER. THE BORROWER, TO THE EXTENT PERMITTED BY LAW, 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 NOTE OR ANY OTHER NOTE OR INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.


 





	 	ZAGG
    INC
	 	 
	 	By:	/s/ Randall L.
    Hales
	 	 	Randall
L. Hales
	 	 	President








 


 


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