Teleportall may make introductions of many ZAGG products in all countries where ZAGG does not currentlyhave exclusive dealing agreements in respect of the marketing, distribution or sale of its products. TheCommission Agreement is for a term of two (2) years; provided that (a) the Commission Agreement shallautomatically terminate concurrent with any uncured default under the Note, and (b) the term may be extended for an additional term on reasonable terms if Teleportall¶s introductions during the initial term result in the purchaseof no less than $25,000,000 of ZAGG products during the initial term. Payment terms of the CommissionAgreement are as follows:
10.0% commission payments on orders received by us from retailers and distributors first introduced to thecompany by Teleportall during the first 60 days after the introduction is made (the ³Load-in Period´) to be split50/50 between cash to Teleportall and principal payments on the Note. However, all commission payments willbe paid to ZAGG if Teleportall is in breach of the terms of the Note or any other agreements between the parties;and
3.0% commission on all orders within the first 24 months after the Load-in Period, and 2.0% thereafter, from anyorders generated in the countries where Teleportall is paid a commission under the terms set forth in the precedingbullet point (excluding the United States) regardless of Teleportall¶s involvement in ZAGG¶s receipt of the order for 5 years. The 3.0% and 2.0% commissions will be split 50/50 between cash to Teleportall and principalpayments on the Note.
ayment of $4,125,902 by the Harmer Group to ZAGG
. Effective the date hereof, the Harmer Group will deliver to ZAGG a promissory note (the ³Note´) for $4,125,902, a copy of which is attachedhereto as Exhibit A. The Note shall be secured with the following: (i) deeds of trust having a first prioritylien against Harmer¶s Wolf Creek lot (the
and Harmer¶s leasehold interest inreal property located in Weatherford, Texas, and the fee interest in the improvements located thereon (the
), copies of which are attached hereto as Exhibit B, (ii) a collateral assignmentgranting a first priority security interest in Harmer¶s interests in Holdings, which holds membershipinterests in the various limited liability companies, partnerships or other entities which own rights in the
LaQuinta, Mesquite, Oquirrh Mountain Ranch, Hidden Valley I, Draper and
Celio Shares and Warrants
(all as defined herein), a copy of which is attached hereto asExhibit C, and (iii) a collateral assignment having a first priority security interest in Harmer¶s interests inthe
Merrill Lynch accounts
which hold the Silver Lake III investment, a copy of which is attachedhereto as Exhibit D. If Harmer exercises any options under the Option Agreement he will grant ZAGG afirst priority security interest in 45,000 shares obtained by such exercise (the ³Collateral Shares´) under the terms of a securities pledge agreement in the form attached hereto as Exhibit E (the ³ZAGG SharesPledge Agreement´).
Concerns about Mr. Harmer and the Harmer Group
Lorence Harmer was CEO of Polaroid during the time the company fell victim to a PonziScheme. -
Although no charges have been brought against him, Mr. Harmer is still under suspicion for his involvement in this Ponzischeme set up through the Petters Group of which he was a senior executive of.
Currently, Mr. Harmer has complaints filed against him in two separate bankruptcy cases (both related toPetters Ponzi scheme) by different trustees from each case.
see complaint docs for details