TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of October 4, 2016 (the “Effective Date”) by and between ICTV Holdings, Inc., a Nevada corporation (the “Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc. a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Capitalized terms used but not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • District of Columbia
ESCROW AGREEMENT, dated as of October 4, 2016, by and among ICTV Brands Inc., a Nevada corporation (“Parent”); ICTV Holdings, Inc., a Nevada corporation (“Purchaser”); PhotoMedex, Inc., a Nevada corporation (“PHMD”); Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”), those investors listed on the Schedule of Investors attached hereto as Exhibit A (each an “Investor” and together, the “Investors”) and Bevilacqua PLLC, District of Columbia professional limited liability company, as escrow agent (the “Escrow Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 4, 2016, among ICTV Brands Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are collectively referred to in this Agreement as the “Parties,” and each a “Party.”
ASSET PURCHASE AGREEMENT by and among ICTV BRANDS INC. ICTV HOLDINGS, INC., PhotoMedex, Inc., RADIANCY, INC., PHOTOTHERAPEUTICS LTD., and RADIANCY (ISRAEL) LIMITEDAsset Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 4, 2016, (the “Execution Date”) by and among ICTV Brands Inc., a Nevada corporation (“Parent”); ICTV Holdings, Inc., a Nevada corporation (“Purchaser”); PhotoMedex, Inc., a Nevada corporation (“PHMD”); Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Parent, Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
ASSET PURCHASE AGREEMENT, dated October 4, 2016 (this “Agreement”), by and among ICTV Brands Inc., a Nevada corporation (the “Parent”), Ermis Labs, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (the “Buyer”), LeoGroup Private Debt Facility, L.P., a Delaware limited partnership (the “Shareholder”) and Ermis Labs, Inc., a New Jersey corporation (the “Seller”).
