SERIES A PREFERRED STOCK PURCHASE AGREEMENT

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 ”).

WHEREAS, in connection with the transactions contemplated by this Agreement, Northeast Maritime Institute, Inc. (“ NMI ”) (1) has entered into that certain Technology Contribution Agreement between the Company and NMI in substantially the form attached hereto as Exhibit B (the “ IP Agreement ”), whereby NMI will contribute and assign certain intellectual property assets  to the Company (the “ Contributed IP ”) and (2) has entered that certain Master Services Agreement between the Company and Transportation Security Logistics, LLC in substantially the form attached hereto as Exhibit C (the “ Services Agreement ”);

WHEREAS, in connection with the transactions contemplated by this Agreement, ZAGG, Inc. (“ ZAGG ”) (1) has entered into that certain Exclusive Marketing & Distribution Agreement between the Company and ZAGG in substantially the form attached hereto as Exhibit D (the “ Marketing Agreement ”) and (2) has entered into that certain Note and Warrant Purchase Agreement between the Company and ZAGG in substantially the form attached hereto as Exhibit E (the “ Note and Warrant Purchase Agreement ” and together with the Marketing Agreement, the IP Agreement and the Services Agreement, the “ Related Agreements ”);

WHEREAS, it is intended that the issuance of shares of the Company’s Series A Preferred Stock (the “ Series A Preferred ”) to NMI in exchange for the Contributed IP pursuant to this Agreement, when taken together with the sale and issuance of shares Series A Preferred to the Investors in exchange for cash and cancellation of indebtedness, will qualify as a tax-free exchange (a “ 351 Exchange ”) within the meaning of Section 351 of the Internal Revenue Code (the “ Code ”);

NOW, THEREFORE, in consideration of the foregoing, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1   Authorization .

The Company will, prior to the Closing (as defined below), authorize (a) the sale and issuance pursuant to this Agreement of up to 30,513,466 shares (the “ Shares ”) of the Company’s Series A Preferred, having the rights, privileges, preferences and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit F (the “ Restated Certificate ”) and (b) the reservation of shares of Common Stock for issuance upon conversion of the Shares (the “ Conversion Shares ” and, together with the Shares, the “ Securities ”).

1.2   Sale and Issuance of Shares .

Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Investor, the number of Shares set forth in the column designated “Number of Series A Shares” opposite such Investor’s name on the Schedule of Investors, at a purchase price of $0.4752 per share (the “ Purchase Price ”).  The Company’s agreement with each Investor is a separate agreement, and the sale and issuance of the Shares to each Investor is a separate sale and issuance.

                                            Closing Date and Delivery

(a)   The exchange of signatures to the Agreement, the Related Agreements, and the Financing Agreements (as defined below) (the “ Initial Closing ”) shall take place at the offices of Holland & Hart LLP, 60 East South Temple, Suite 2000 Salt Lake City, Utah, on the date hereof or such other time and place as the Company, NMI and ZAGG shall each agree.

(b)   Subject to the terms and conditions of the IP Agreement and as set forth on Exhibit A hereto, the Company shall sell and issue 9,469,696 Shares (as such amount may be adjusted in accordance with the IP Agreement) to NMI and 6,628,787 Shares to ZAGG in a closing to be held on February 25, 2010 (the “ ZAGG Deferred Closing ”) or such earlier time as the Company, ZAGG and NMI each shall agree.

(c)   The Company may sell and issue up to the balance of the Shares not reserved for sale and issuance at the ZAGG Deferred Closing at one or more subsequent closings (each, a “ Subsequent Closing ,” and together with the Initial Closing and the ZAGG Deferred Closing, each a “ Closing ”), after the Initial Closing and prior to the ZAGG Deferred Closing, to such persons or entities as approved by the Company in its sole discretion.  Any such sale and issuance in a Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement, that certain Investor Rights Agreement in substantially the form attached hereto as Exhibit G (the “ Rights Agreement ”), that certain Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit H (the “ Right of First Refusal Agreement ”), and that certain Voting Agreement in substantially the form attached hereto as Exhibit I (the “ Voting Agreement ” and collectively with this Agreement, the Rights Agreement and the Right of First Refusal Agreement, the “ Financing Agreements ”), without the need for an amendment to any of the Financing Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Financing Agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the applicable Subsequent Closing.  Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company and the Investors representing a majority of the Shares to be sold in such Subsequent Closing.

(d)   Anything to the contrary notwithstanding, vSpring III, L.P. or its affiliates shall have the right, but not the obligation, to purchase at the ZAGG Deferred Closing, or any Subsequent Closing, up to number of Shares equal to the difference between (i) the number of Shares purchased by ZAGG and NMI combined at the ZAGG Deferred Closing, and (ii) the total number of Shares the Company is required to authorize for sale and issuance pursuant to Section 1.1 above.

2.2   Delivery .

At the Closing, the Company will deliver to the each Investor a certificate registered in such Investor’s name representing the number of Shares that such Investor is purchasing in the Closing against payment of the purchase price therefor as set forth in the column designated “Purchase Price” opposite such Investor’s name on the Schedule of Investors, by (a) check payable to the Company, (b) wire transfer in accordance with the Company’s instructions, (c) cancellation of indebtedness, (d) contribution of property or (e) any combination of the foregoing.

A Schedule of Exceptions, attached hereto as Exhibit J (each a “ Schedule of Exceptions ”) shall be delivered to the Investors in connection with the Closing.  Except as set forth on the Schedule of Exceptions delivered to the applicable Investors at the Closing, the Company hereby represents and warrants to the applicable Investors as of the Closing as follows:

3.1   Organization, Good Standing and Qualification

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver the Financing Agreements, to issue and sell the Securities and to perform its obligations pursuant to the Financing Agreements and the Restated Certificate.  The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition, results of operations or business as presently conducted (a “ Material Adverse Effect ”).

3.2   Subsidiaries

The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity.

(a)   Immediately prior to the Closing, the authorized capital stock of the Company will consist of 55,000,000 shares of Common Stock, 7,500,000 of which are issued and outstanding and 32,502,102 shares of Preferred Stock, all of which are designated Series A Preferred Stock, none of which are currently issued and outstanding.  The Preferred Stock is convertible into Common Stock on a one for one basis.  The Common Stock and Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.

(b)   The issued and outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable.

(c)   The Company has reserved:

(i)   the Shares for issuance pursuant to this Agreement;

(ii)   32,502,102 shares of Common Stock (as may be adjusted in accordance with the provisions of the Restated Certificate) for issuance upon conversion of the Preferred Stock; and

(iii)   10,000,000 shares of Common Stock authorized for issuance to employees, consultants and directors pursuant to its 2009 Stock Plan (the “ Stock Plan ”), under which no options to purchase shares are issued and outstanding as of the date of this Agreement.

(d)   The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.  The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Restated Certificate and applicable law, will be validly issued, fully paid and nonassessable.  The Securities will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investors; provided, however , that the Securities are subject to restrictions on transfer under U.S. state and federal securities laws and as set forth herein and in the Rights Agreement.  Except as set forth in the Rights Agreement, the Securities are not subject to any preemptive rights or rights of first refusal.

(e)   Except for the conversion privileges of the Preferred Stock, the rights provided pursuant to the Rights Agreement and the Right of First Refusal Agreement or the rights described in Section 3.3(c) above, there are no options, warrants or other rights to purchase any of the Company’s authorized and unissued capital stock.

(f)   All issued and outstanding shares of the Company’s Common Stock were issued in compliance with applicable state and federal securities laws and are subject to a right of first refusal in favor of the Company.

(g)   All outstanding shares of Preferred Stock and Common Stock, and all shares of Common Stock issuable upon the exercise of outstanding options are subject to a market standoff or “lockup” agreement of not less than 180 days following the Company’s initial public offering.

3.4   Authorization

All corporate action on the part of the Company and its directors, officers and stockholders necessary for the filing of the Restated Certificate, the authorization, execution and delivery of the Financing Agreements by the Company, the authorization, sale, issuance and delivery of the Securities, and the performance of all of the Company’s obligations under the Financing Agreements has been taken or will be taken prior to the Closing.  The Financing Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity, and (iii) to the extent the indemnification provisions contained in the Rights Agreement may further be limited by applicable laws and principles of public policy.

3.5   Financial Statements

The Company was recently formed, has not yet begun significant operations, and has not yet prepared any financial statements.

(a)   Except for the Financing Agreements, the Convertible Notes, the Related Agreements and agreements between the Company and its employees with respect to sales of the Company’s Common Stock, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.

(b)   Except for the Convertible Notes and the Related Agreements, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, $50,000 other than in the ordinary course of the Company’s business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company, or (iii) the granting of any rights affecting the development, manufacture, licensing, marketing, sale or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c)   Except for the Convertible Notes, the Company has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d)   The Company has not entered into any letter of intent, memorandum of understanding or other similar document in the past three months (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, (ii) with any representative of any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

(e)   For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

(a)   Ownership .  To the knowledge of the Company (without having conducted any special investigation or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights (“ Intellectual Property ”) necessary to the business of the Company as presently conducted and as presently proposed to be conducted, without any known infringement of any patent or trademark rights of others.  Except for the Related Agreements, the agreements described in Section 3.8 below, standard end-user license agreements, support/maintenance agreements and agreements entered into in the ordinary course of the Company’s business, there are no outstanding options, licenses or agreements relating to the Intellectual Property, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property of any other person or entity.  The Company has not received any written communication alleging that the Company has violated or, by conducting its business as currently conducted, would violate any of the Intellectual Property of any other person or entity.  To the Company’s knowledge, no third party is infringing the Company’s Intellectual Property.

(b)            No Breach by Employees .  To the Company’s knowledge, none of its employees is obligated under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted.  Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as presently conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated.  To the Company’s knowledge, it is not and will not be necessary to the conduct of the business of the Company as presently conducted to use any inventions of any of its employees made prior to their employment by the Company.

3.8   Proprietary Information and Invention Assignment

Each employee and technical consultant (e.g., other than professional service providers such as accountants and attorneys) of the Company has executed a confidential information and invention assignment agreement substantially in the form(s) previously delivered to counsel to the Investors.  No former or current employee or technical consultant of the Company has excluded works or inventions made prior to such person’s employment or consultancy with the Company from such person’s assignment of inventions pursuant to such confidential information and inventions agreement.

3.9   Title to Properties and Assets; Liens

The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or the ability of the Company to use the property subject thereto, and which have not arisen otherwise than in the ordinary course of business.  With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

3.10   Compliance with Other Instruments

The Company is not in violation of any term of its Certificate of Incorporation or Bylaws, each as amended to date, or, to the Company’s knowledge, in any respect of any material term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is bound, which would have a Material Adverse Effect.  To the Company’s knowledge, the Company is not in violation of any federal or state or local or foreign statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect.  The filing of the Restated Certificate, the execution and delivery of the Financing Agreements by the Company, the performance by the Company of its obligations pursuant to the Financing Agreements, and the issuance of the Securities, did not or will not, as applicable, result in any violation of, or conflict with, or constitute a default under, the Company’s Certificate of Incorporation or Bylaws, each as in effect at the time of the applicable action, or result in any material violation of, or materially conflict with, or constitute a material default under, any of its agreements, instruments, contracts, indentures, or mortgages nor, to the Company’s knowledge, result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

3.11   Litigation

There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or its properties before any court or governmental agency.  The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  There is no action, suit or proceeding initiated by the Company currently pending or which the Company currently intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or known by the Company to be threatened involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

3.12   Consent

No consent, approval or authorization of or designation, declaration or filing with any third party or governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement or the offer, sale or issuance of the Securities, or the consummation of any other transaction contemplated by this Agreement, except (i) filing of the Restated Certificate with the office of the Secretary of State of the State of Delaware, (ii) the filing of such notices as may be required under the Securities Act of 1933, as amended (the “ Secu