Exhibit 10.1


 





THIRD
AMENDMENT TO CREDIT AGREEMENT


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of December 23, 2014, by and between ZAGG
INC, a Nevada corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").


RECITALS


WHEREAS,
Borrower is currently indebted to Bank (the "Loan") pursuant to the terms and conditions of that certain Credit Agreement
between Borrower and Bank dated as of December 7, 2012, as amended from time to time ("Credit Agreement").


WHEREAS,
ZAGG INTELLECTUAL PROPERTY HOLDING CO., INC., a Nevada corporation ("Zagg IP"), ZAGG RETAIL, INC., a Nevada corporation
("Retail"), IFROGZ INC., a Utah corporation ("iFrogz"), and ZAGG LLC, a Nevada limited liability company ("ZAGG
LLC" and, together with Zagg IP, Retail, iFrogz, and ZAGG LLC, individually and collectively, as the context requires, the
"Guarantor"), each executed a Continuing Guaranty dated as of December 7, 2012 in favor of Bank, each as amended from
time to time (collectively, the "Guaranties").


WHEREAS,
the Loan is secured by that certain (i) Security Agreement dated as of December 7, 2012 by and between Borrower and Bank; (ii)
that certain General Pledge Agreement dated as of December 7, 2012 by and between Borrower and Bank; (iii) Third Party Security
Agreement dated as of December 7, 2012 by and between iFrogz and Bank; (iv) Third Party Security Agreement dated as of December
7, 2012 by and between Zagg IP and Bank; (v) Third Party Security Agreement dated as of December 7, 2012 by and between Retail
and Bank; (vi) Third Party Security Agreement dated as of December 7, 2012 by and between ZAGG LLC and Bank; and (vii) Third Party
General Pledge Agreement dated as of December 7, 2012 by and between iFrogz and Bank, each as amended from time to time (collectively,
the "Security Agreements").


WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed
to amend the Credit Agreement to reflect said changes.


NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
that the Credit Agreement shall be amended as follows:


1.            Line
of Credit Extension. Section 1.1(a) is hereby amended by deleting "December 1, 2015" as the last day on which
Bank will make advances under the Line of Credit, and by substituting for said date "December 1, 2016", with such
change to be effective upon the execution and delivery to Bank of a Third Modification to Promissory Note dated as of the
date hereof and all other contracts, instruments and documents required by Bank to evidence such change.


2.            Conditions
Precedent. This Amendment shall not become effective until the following conditions have been completed and proof of
their completion has been provided to Bank:






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(a)At
or prior to the execution and delivery of this Amendment, Borrower and Guarantor, as applicable, shall have executed and delivered,
or caused to be executed and delivered, to Bank, each in form and substance satisfactory to Bank, such other documents, instruments,
resolutions, subordinations, and other agreements as Bank may require in its sole discretion, including, without limitation, a
Third Modification to Promissory Note.


3.            Fees
and Expenses. In consideration of the changes set forth herein and as a condition to the effectiveness hereof,
immediately upon signing this Amendment Borrower shall pay to Bank (a) a non-refundable fee of $10,000; (b) all reasonable
legal fees and expenses incurred by Bank in connection herewith or with the Loan and the Loan Documents accrued and unpaid as
of the date hereof; and (c) all other reasonable costs and expenses incurred by Bank in connection with this
Amendment.


4.            Effect
on Credit Agreement. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in
full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one
document.


5.           
Representations and Warranties. Borrower hereby remakes all representations and warranties contained in the Credit Agreement
and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage
of time or both would constitute any such Event of Default.


 


[Signature
Page Follows]



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.





GUARANTORS'
CONSENT AND REAFFIRMATION 


Each
of the undersigned guarantors of all indebtedness of ZAGG, INC, a Nevada corporation, to WELLS FARGO BANK, NATIONAL ASSOCIATION
hereby: (i) consents to the foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii)
reaffirms its waivers of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty;
and (iv) reaffirms that its obligations under its respective Continuing Guaranty are separate and distinct from the obligations
of any other party under said Amendment and the other Loan Documents described therein.







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