ASSET PURCHASE AGREEMENT

by and among

THERMA BRIGHT INC.,

 ICTV BRANDS UK LIMITED,

ICTV BRANDS HK LIMITED,

ICTV BRANDS ISRAEL LTD,

and

ICTV BRANDS, INC.

THIS ASSET PURCHASE AGREEMENT is entered into on March 6, 2018, by and among Therma Bright Inc., a British Columbia corporation (“Purchaser”), ICTV Brands UK Limited, a UK Corporation (“ICTV UK”), ICTV Brands HK Limited, a Hong Kong Corporation (“ICTV HK”), ICTV Brands Israel Ltd, an Israeli Corporation (“ICTV Israel”), and ICTV Brands, Inc., a Nevada corporation (“ICTV US” and, collectively with ICTV UK, ICTV HK and ICTV Israel, “Sellers”). Purchaser and Sellers are sometimes hereafter referred to collectively as the “Parties” and each individually as a “Party”.

RECITALS

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, including to be legally bound, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS; INTERPRETATION

For the purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Agreement” means this Asset Purchase Agreement, as the same may be amended from time to time in accordance with the terms hereof.

“Anti-Corruption Laws” means any Law regarding anti-corruption of any jurisdiction in which Sellers performs the Business, including through distributors, including the United States Foreign Corrupt Practices Act of 1977, as amended, the Canadian Corruption of Foreign Public Officials Act and the Criminal Code of Canada.

“Assumed Contracts” means the contracts listed on Exhibit A.

“Assumed Liabilities” means the liabilities listed on Exhibit B.

“Business” means all manner of business related to Sellers’ manufacture, production and world-wide sale and distribution of the Purchased Products.

“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday in Toronto, Ontario, Canada or in Wayne, Pennsylvania, USA, or is a day on which banking institutions located in Toronto, Ontario, Canada or in Wayne, Pennsylvania, USA are authorized or required by Laws or other governmental action to close.

“Business Intellectual Property” means all Intellectual Property of Sellers primarily used in, or otherwise useful or necessary for, the operation of the Business, as well as improvements or variations of the Purchased Products, but excluding the Excluded Trademarks. Business Intellectual Property includes, without limitation, the Intellectual Property listed in Exhibit C . The Business Intellectual Property also includes all rights to sue or recover damages for past, present and future infringement or misappropriation of such Business Intellectual Property.

“Business Records” means the following business records (in whatever format) relating to the Purchased Products or Purchased Assets and in the possession or under the control of any of the Sellers: (a) vendor lists; (b) customer lists; (c) Purchased Products pricing lists; (d) market research reports; (e) marketing plans; (f) advertising & promotional materials, (g) product specifications, including for manufacturing and packaging; (h) packaging artwork; (i) sales history of the Purchased Products for the last three (3) years; (j) quality management documentation and records; (k) audit and certification records; (I) correspondence with Governmental Entities and their notified bodies; (m) Business Regulatory Approvals; (n) correspondence with patent and trademark offices and service providers relating to the Business Intellectual Property or the Intellectual Property; and (o) other business records relating to the Business, to the extent such other business records are required to be transferred under applicable Law

“Business Regulatory Approvals” means the approvals listed in Exhibit D.

“Closing” has the meaning ascribed to it in Section 2.10.

“Closing Adjustment” means (a) the amount of the prepaid expenses as of the Effective Date that form part of the Purchased Assets, less (b) the amount of the Assumed Liabilities, as shown on the Closing Statement and less any payment due for registering the transfers and renewals of patents forming part of the Purchased Assets as per paragraph 2.11(b)(iii).

“Closing Deadline” means March 31, 2018, or such later date as the Parties shall mutually agree to in writing.

“Closing Statement” means a statement that sets forth the amount of the prepaid expenses that form part of the Purchased Assets as of the Effective Date, as well as the amount of the Assumed Liabilities as of the Effective Date.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Confidential Information” has the meaning ascribed to it in Section 10.1.

“Contract” means any agreement or contract or other binding obligation, commitment or undertaking whether written or verbal.

“Effective Date” means the effective date of the Closing, which shall be March!”, 2018, or such other date as the Parties may determine.

“Environmental Laws” means all federal and state statutes or regulations concerning the pollution, protection or cleanup of the environment, including those relating to the treatment, storage, disposal, handling, transportation, discharge, emission or release of Hazardous Substances.

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.

“Estimated Adjustment” means the draft calculation of the Closing Adjustment set forth in Exhibit E.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Excluded Liabilities” means all of the liabilities and obligations related to the Business and the Purchased Assets, other than the Assumed Liabilities, including, without limitation, the liabilities set forth in Exhibit F .

“Excluded Trademarks” has the meaning set forth in the preamble herein.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Governmental Entity” means any transnational, domestic or foreign federal, state, local or other governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof, and “Governmental Entities” means more than one of them.

“Government Official” means (i) an officer, agent, representative, or employee of a Governmental Entity, Governmental Entity-owned or controlled enterprise (or any agency, department or instrumentality thereof), political party or public international organization, (ii) a candidate for government or political office, or (iii) an agent, officer, or employee of any entity owned by a government or Governmental Entity.

“Hazardous Substance” means any waste, pollutant, contaminant, hazardous, radioactive, or toxic substance, petroleum, petroleum-based or petroleum-derived substance or waste or asbestos-containing material, the presence of which requires investigation or remediation under any Environmental Laws.

“Intellectual Property” means (a) patents, patent applications, continuations, continuations-in-part, divisions, validations, reissues, patent disclosures, inventions (whether or not patentable) and improvements thereto, (b) utility models and pending applications to register the same; (c) trademarks, service marks, logos, trade dress and trade names or other source-identifying designations or devices, (d) copyrights, design rights and database rights, whether registered or unregistered, and pending applications to register the same, (e) Internet domain names and registrations thereof, (f) confidential ideas, trade secrets, proprietary rights, computer software, including source code, derivative works, moral rights, know-how, works-in-progress, concepts, methods, processes, inventions, invention disclosures, formulae, reports, data, technical and scientific information, customer lists, mailing lists, business plans, information relating to manufacturing processes or other proprietary information, (g) all foreign counterparts thereof, (h) all renewals, extensions, restorations and reissues thereof, (i) any and all other intellectual property rights throughout the world.

“Inventories” means all saleable finished Purchased Products inventories.

“Laws” shall include any federal, provincial, state, foreign or local law, common law, statute, ordinance, rule, regulation, code, or Order having force of law or that are otherwise enforced by a Governmental Entity.

“Legal Proceeding” shall mean any claim, action, suit, case, litigation, proceeding, investigation, charge, criminal prosecution, judicial, governmental or regulatory investigation, or arbitration, mediation or alternative dispute resolution proceeding.

“Liens” means any mortgage, pledge, lien, security interest, charge, hypothecation, option, right of first refusal, easement, right of way, restriction on transfer or use, title defect, encroachment or other encumbrance or other adverse claim of any kind.

“Losses” means, with respect to any Person, any and all liabilities, costs, damages, deficiencies, penalties, amounts paid in settlement, fines or other losses or expenses incurred by such Person (including reasonable out-of-pocket expenses of investigation and reasonable out-of-pocket attorneys’ or consultants’ fees and expenses as a result or arising out of any action, suit or proceeding whether involving a Third Party Claim or a claim solely between the Parties to enforce the provisions hereof).

“Material Adverse Effect” means a material adverse effect on (a) the assets, liabilities, results of operations or condition (financial or otherwise) or prospects of the Business or the Purchased Assets, or (b) the ability of Sellers to perform their material obligations hereunder or to consummate the transactions contemplated hereby; but excluding any effect resulting from (i) general economic conditions or general effects on the industry in which the Business is primarily engaged (including as a result of an outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or the occurrence of any other calamity or crisis (including any act of terrorism) or any change in financial, political or economic conditions in the United States or elsewhere) not having a materially disproportionate effect on the Business or the Purchased Assets relative to other participants in the industry in which the Business is primarily engaged, (ii) any change or amendment to any Laws or any change in the manner in which any Law is enforced generally affecting the industry in which the Business is primarily engaged and not specifically relating to or having a materially disproportionate effect on the Business or the Purchased Assets relative to other participants in the industry in which the Business is primarily engaged, (iii) any public announcement of the transactions contemplated by this Agreement in accordance with the terms of this Agreement, or (iv) any action taken by Purchaser or its Representatives in accordance with the terms of this Agreement.

“Nail Product” has the meaning set forth in the preamble hereof.

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Entity or by any arbitrator.

“Ordinary Course of Business” means the ordinary course of the operation of the Business consistent with past practices of Sellers.

“Permits” means all permits, licenses, franchises, approvals, authorizations, and consents required to be obtained from Governmental Entities necessary to conduct and operate the Business as currently conducted or operated, including the Business Regulatory Approvals.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity.

“Proceeding” means any action, audit, arbitration, examination, hearing, litigation, or suit (whether civil, criminal or administrative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Entity or arbitrator.

“Privacy Law” means Laws that apply to the protection of personal information, as collected, used and communicated by the Sellers in the context of the Business.

“Purchased Assets” means: (a) all Business Intellectual Property, but excluding any rights to the Excluded Trademarks; (b) the Inventories; (c) all Business Records; (d) all property and equipment used in manufacturing and ongoing maintenance of the Purchased Products, including all tangible property such as prototypes, moulds and tooling used to manufacture the Purchased Products or to perform the quality control thereof; (e) approvals, Permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Entities related to the Business, including without limitation the Business Regulatory Approvals; (f) the Assumed Contracts and the rights and privileges thereunder; (g) the goodwill associated to the Business; and (h) those other assets listed in Exhibit G . For the avoidance of doubt, the Purchased Assets to be purchased by Purchaser hereunder do not include cash or cash equivalents nor any accounts or customer trade receivables for Purchased Products sold by Sellers before the Effective Date (such assets are hereinafter referred to as the “Excluded Assets”).

“Purchased Products” has the meaning set forth in the preamble hereof.

“Purchase Price” has the meaning ascribed to it in Section 2.5.

“Representatives” means, with respect to any Person, each of the Affiliates, directors, officers, employees, agents and other representatives (including attorneys, patent and trademark agents, accountants and financial advisors) of such Person.

“Sales Representative Agreement” means the Exclusive Sales Representative Agreement attached as Exhibit H, among ICTV US and Purchaser.

“Security Agreement” has the meaning set forth in Section 2.9.

“SEC” means the United States Securities and Exchange Commission.

“Sellers’ knowledge” means the actual knowledge of Kelvin Claney, Richard Ransom, Ernest P. Kollias III, Vince Dargush and/or John Carrino, after conducting a reasonable inquiry and investigation (consistent with such Person’s title and/or responsibility) concerning the existence of a particular fact or matter.

“Skin Product” has he meaning set forth in the preamble hereof.

“Taxing Authority” means any U.S. or foreign, federal, national, state, provincial, county, or municipal or other local government, any subdivision, agency, commission, or authority thereof (or any quasi-governmental body) exercising any taxing authority, or any other authority exercising tax regulatory authority in its capacity as doing such.

“Taxes” means, (a) any and all taxes, installments, assessments, charges, duties, fees, levies or other governmental charges, including income, franchise, margin, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, land transfer, employer, health, goods and services, harmonized sales, social contribution, employment insurance premium, unemployment compensation, disability, transfer, sales, use, service, escheat, unclaimed property, license, excise, gross receipts, value-added (ad valorem), add-on or alternative minimum, environmental, severance, stamp, occupation, premium, and all other taxes of any kind for which a Person may have any liability imposed by any Taxing Authority, whether disputed or not, and any charges, fines, interest or penalties imposed by any Taxing Authority or any additional amounts attributable or imposed with respect to such amounts, and with regard to Sellers, any and all sales and use and employment-related taxes, installments, assessments, charges, duties, fees, levies or other governmental charges, including withholding, employment, payroll, social security, employer, health, goods and services, harmonized sales, social contribution, employment insurance premium, unemployment compensation, disability, sales, use, and value-added (ad valorem), and severance taxes for which a Person may have any liability imposed by any Taxing Authority, whether disputed or not, and any charges, fines, interest or penalties imposed by any Taxing Authority or any additional amounts attributable or imposed with respect to such amounts, (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, combined, consolidated or unitary group for any Taxable Period; (c) any liability for the payment of amounts of the type described in clause (a) or clause (b) as a result of being a transferee of, or a successor in interest to, any Person or as a result of an express or implied obligation to indemnify any Person.

“Third Party Claim” means any claim or Proceeding by any Person, other than Sellers, Purchaser or any of their respective Affiliates.

“Transaction Documents” means this Agreement, the Transition Services Agreement, the Sales Representative Agreement, the Security Agreement, the side letter dated March I, 2018 and the Transfer Documentation.

“Transfer Documentation” means a bill of sale, an assignment and assumption agreement, a patent assignment, a domain name assignment, a trademark assignment and such other transfer documents as the Parties shall agree, all in form and substance previously agreed by the Parties.

“Transition Services Agreement” means the Transition Services Agreement attached as Exhibit I , among ICTV US and Purchaser.

Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof’ and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (b) the word “including” means “including, but not limited to”; (c) words importing the singular will also include the plural, and vice versa; and (d) any reference to any federal, state, local or foreign statute or law (including within the definition of Law) will be deemed also to refer to all rules and regulations promulgated thereunder. References to $ will be references to United States Dollars, and with respect to any Contract, obligation, liability, claim or document that is contemplated by this Agreement but denominated in currency other than United States Dollars, the amounts described in such contract, obligation, liability, claim or document will be deemed to be converted into United States Dollars for purposes of this Agreement as of the applicable date of determination.

ARTICLE 2
TRANSACTION AND CLOSING

Upon the terms and conditions set forth herein, effective as of the Effective Date but subject to the Closing, Sellers shall sell, deliver, transfer, assign, and convey to Purchaser, and Purchaser shall purchase from Sellers, all of Sellers’ right, title and interest in and to all of the Purchased Assets, wherever situated, tangible and intangible, free and clear of any liens.

Upon Closing, all Inventories, prototypes, moulds and tools then in existence will remain in the physical possession of ICTV US or its Affiliates, to be held and distributed for and on behalf of Purchaser, under the terms and conditions of the Transitional Services Agreement. Sellers shall deliver the other Purchased Assets to Purchaser within five (5) Business Days after the Closing.

Upon the terms and subject to the conditions set forth herein, Purchaser hereby agrees, effective at the Effective Date, but subject to the Closing, to assume and to timely satisfy and discharge the Assumed Liabilities in accordance with their respective terms.

For the avoidance of doubt, the Purchased Assets are not substantially all of the assets of Sellers and consequently Purchaser shall not acquire nor be deemed to assume any liabilities, other than the Assumed Liabilities. Moreover, it is expressly stated that Purchaser does not acquire and shall not be responsible to pay, perform or discharge any of the Excluded Liabilities.

Subject to Sections 2.6, 2.7 and 8.4 below, the Parties hereto agree that the total Purchase Price shall be Two Million, Two Hundred and Fifty Thousand Dollars ($2,250,000) (the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Purchase Price is inclusive of all Taxes, which shall be Sellers’ responsibility. Purchaser shall pay the Purchase Price to Sellers as hereinafter provided:

If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment.

Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt.

If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm.

If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaser.

Notwithstanding the payment dates set out in Section 2.5 above, Purchaser may prepay the Purchase Price at any time and the Parties hereby agree that should Purchaser pay the Purchase Price in full on or before June 30, 2019, Sellers will provide Purchaser a credit off the Purchase Price in the amount of Two Hundred Thousand Dollars ($200,000) such that the total Purchase Price then payable shall be Two Million and Fifty Thousand Dollars ($2,050,000).

The Parties agree that the Purchase Price and the agreed upon value of the Assumed Liabilities shall be allocated among the Purchased Assets in the manner specified in writing to Sellers by Purchaser (the “Allocation”). Such Allocation shall be made in accordance with the principles of Section 1060 of the Code. Purchaser and Sellers agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the preparation and filing of all Tax Returns (including filing Form 8594, if applicable, with its federal income Tax Return for the taxable year that includes the Effective Date), and (iii) take no position inconsistent with the Allocation for all Tax purposes, unless otherwise required by a Taxing Authority in a Tax examination, audit, assessment, re assessment or other proceeding. In the event that any Taxing Authority disputes the Allocation, the Party receiving notice thereof shall promptly notify in writing and consult with the other Party concerning the strategy for the resolution thereof, and shall keep the other Party appraised of the status of such dispute. In the event that any adjustment is required to be made to the Allocation as a result of any adjustment to the Purchase Price pursuant to this Agreement (for example, to reflect an adjustment pursuant to Section 2.6), Purchaser and Sellers shall file supplemental Forms 98594 to reflect the change in the Purchase Price.

In order to guarantee the payments under paragraphs 2.5(b), 2.5(c) and 2.5(d), Purchaser shall grant to Sellers a security interest on the US patent # 9,414,470 and on the US trademark# 5,355,075 forming part of the Purchased Assets. The terms and conditions of such security interest shall be agreed to by the Parties, acting reasonably, and shall be substantially in the form of the security agreement attached hereto as Exhibit J . (the “Security Agreement”)

The closing (the “Closing”) of the transaction contemplated by this Agreement shall take place on the Business Day that follows the date where the conditions set forth in Section 6.1 are met, at the offices of Sellers or at such other place as Sellers and Purchaser may agree.

At the Closing:

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Sellers hereby jointly represent and warrant to Purchaser that the following representations and warranties are true and correct as of the date hereof, were true as of the Effective Date and will be true and correct as of the date of the Closing, and acknowledge that Purchaser is relying on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement:

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers that the following representations and warranties are true and correct as of the date hereof, were true as of the Effective Date and will be true and correct as of the date of the Closing and acknowledges that Sellers are relying on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement:

ARTICLE 5

ARTICLES COVENANTS

From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Purchaser, Sellers shall (a) conduct the Business in the Ordinary Course of Business consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact their current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of their employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the date of the Closing, the Sellers shall (a) preserve and maintain all licenses, Business Regulatory Approvals and Permits required for the conduct of the Business as currently conducted or the ownership and use of Purchased Assets used in the Business; (b) pay the debts, Taxes and other obligations of the Business when due; (c) maintain the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear; (d) continue in full force and effect without modification all insurance policies, except as required by applicable Law; (e) perform all of their obligations under all Assumed Contracts; (f) maintain the books and records in accordance with past practice; (g) comply in all material respects with all Laws applicable to the conduct of the Business; (h) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.l (p) to occur; (i) not take any action or fail to take any action that would result in the imposition of any Lien or encumbrance on any Purchased Asset; (j) take any action or fail to take any action that is reasonably likely to result in any of the conditions contemplated in this Agreement to not be satisfied; and (k) take any action or fail to take any action that would cause the breach of any representation or warranty contained in Article 3.

Neither Sellers or Purchaser, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transaction contemplated without the prior consent of the other Party, except as required by requirements of any stock exchange on which the Sellers or Purchaser are listed or applicable Laws. Notwithstanding the forgoing, the Parties have prepared a joint press release to be issued by the Parties immediately following the execution of this Agreement.

Purchaser shall bear all fees and expenses incurred by Purchaser and its Representative in connection with the negotiation and execution of this Agreement and each Transaction Document and the consummation of the transaction contemplated hereby and thereby. Sellers shall bear all fees and expenses incurred by Sellers in connection with the negotiation and execution of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby.

The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things not inconsistent with this Agreement, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the Transaction Documents. In addition, and without limitation of the foregoing, in the event that Sellers shall, following the Closing, come into possession of any of the Purchased Assets, Sellers shall promptly cause the transfer of such Purchased Assets to Purchaser and shall take such actions reasonably requested by Purchaser to memorialize such transfer.

Following the Closing, Purchaser shall provide to Sellers and their Representatives reasonable access to the personnel, representatives, attorneys, accountants, properties, books and records of the Business upon reasonable advance written notice during regular business hours, and will permit Sellers to make copies of such information in each case to the extent necessary for Sellers to comply with their obligations to the SEC or otherwise under the Exchange Act or to comply with any audit commenced by any relevant Governmental Entity.

To the extent that the assignment of any Assumed Contract, lease, license, Permit, Business Regulatory Approval, qualification or the like to be assigned to Purchaser pursuant to this Agreement shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same, if an attempted assignment would constitute a breach thereof. Sellers shall be responsible, and Purchaser shall cooperate where appropriate and/or necessary, to obtain any and all consents necessary to such assignments. If any such consent is not obtained, Sellers shall cooperate with Purchaser in any reasonable arrangement requested by Purchaser that is designed to provide Purchaser with the benefit, monetary or otherwise, of any such contract, lease, license, permit, approval, qualification or the like, including enforcement of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party. Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents and approvals of Governmental Entities in connection with the transaction contemplated hereby.

During the period from the date of execution of this Agreement until the Closing, Sellers shall keep the Business and the Purchased Assets intact, including the present operations, physical facilities, working conditions and relationships with lessors, licensors, suppliers, customers and key employees.

During the period from the date of execution of this Agreement until the Closing, Sellers will give prompt written notice to Purchaser of any material adverse development causing a breach of any of the representations and warranties of Sellers contained in this Agreement. Each Party will give prompt written notice to the other of any material adverse development causing a breach of any of its own representations and warranties set forth above.

During the period from the date of execution of this Agreement until the Closing, Sellers shall not (a) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of the Business or the Purchased Assets or any part thereof or any other transaction that conflicts with this Agreement, or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in any other manner in any effort or attempt by any Person to do or seek any of the foregoing. Sellers shall notify Purchaser immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

Sellers shall cooperate with Purchaser and Purchaser’s independent certified public accounting firm in order to enable Purchaser to create audited financial statements of the Business prepared in accordance with GAAP for any years covering periods prior to the Closing, by making available Sellers’ records as they are maintained in the Ordinary Course of Business and answering reasonable questions, the cost of which will be borne by Purchaser.

To preserve for Purchaser the opportunity to maintain good relations with Sellers’ creditors and preclude the assertion of claims for nonpayment against Purchaser, Sellers agree to pay or to otherwise satisfy and discharge promptly after the Closing or otherwise in accordance with their terms, all undisputed liabilities or obligations, except the Assumed Liabilities, owed to Sellers’ creditors.

After the Closing, Sellers shall, upon request from Purchaser, cooperate with Purchaser to try to revive the abandoned US patent application forming part of the Business Intellectual Property.

Purchaser understands that, subsequent to the Closing, the Sellers will continue to use the Excluded Trademarks, provided that the Sellers may not use such Excluded Trademarks in association with products intended for skin treatment for acne. The Purchaser may only use the Excluded Trademarks in accordance with, and subject to the limitations contained in the Sales Representative Agreement.

From the date hereof until Closing, each Party shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article 6.

ARTICLE 6
CLOSING CONDITIONS

The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction of the following conditions:

Purchaser may waive any condition specified in this Section 6.1 if it executes a written instrument so stating at or prior to the Closing.

The obligations of Sellers to consummate the transactions to be performed by them in connection with the Closing are subject to satisfaction of the following conditions:

Sellers may waive any condition specified in this Section 6.2 if they execute a written instrument so stating at or prior to the Closing.

ARTICLE 7
TAX MATTERS

The Parties shall reasonably cooperate with each other and with each other’s agents, including accounting firms and legal counsel, in connection with the preparation and filing of any tax returns relating to the transactions contemplated hereunder. Further each Party shall provide to the other reasonable access to the books and records in such Party’s possession in connection with the preparation and filing of such tax returns. Any information or documents provided under this Article 7 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of such tax returns or in connection with any Proceedings relating to Taxes.

ARTICLES 8
INDEMNIFICATION

Sellers shall indemnify, and hold harmless, Purchaser against any Purchaser’s Damages (as hereinafter defined). “Purchaser’s Damages”, as used herein, shall include any claims, actions, demands, Losses, costs, expenses, liabilities, penalties, and damages, including counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, resulting to Purchaser from: (a) any inaccurate representation or warranty made by Sellers in this Agreement or in any certificate or document delivered in connection herewith; (b) a breach or default in the performance by Sellers of any of the covenants to be performed by any of them hereunder; (c) any debts, liabilities, or obligations of Sellers, whether accrued, absolute, contingent, or otherwise, due or to become due which are attributable to the operation of the Business prior to the Closing or which are not being assumed by Purchaser hereunder, including but not limited to the Excluded Liabilities; (d) any amounts owed by Sellers to IIT Partners or any other broker, dealer or agent in connection with the transactions contemplated by this Agreement; or (e) the imposition of any Taxes arising out of, resulting from, or relating to Sellers’s sale of the Purchased Assets hereunder or operation of the Business prior to the Effective Date. Purchaser’s rights to indemnification under this Section 8.1 shall apply notwithstanding any inspection or inquiries made by or on behalf of Purchaser, or any knowledge acquired or capable of being acquired by Purchaser or facts actually known to Purchaser. The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant.

Purchaser shall indemnify, and hold harmless, Sellers at all times from and after the Effective Date (but subject to the Closing), against any Sellers’ Damages (as hereinafter defined). “Sellers’ Damages”, as used herein, shall include any claims, actions, demands, Losses, costs, expenses, liabilities, penalties, and damages, including counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, resulting to Sellers from: (a) any inaccurate representation or warranty made by Purchaser in this Agreement or in any certificate or document delivered in connection herewith; (b) a breach or default in the performance by Purchaser of any of the covenants to be performed by it hereunder; or (c) any Assumed Liabilities.

If any of the Persons to be indemnified under this Article 8 (the “Indemnified Party”) has suffered or incurred any Loss, the Indemnified Party shall so notify the party from whom indemnification is sought (the “Indemnifying Party”) promptly in writing, describing such Loss, the amount or estimated amount thereof, if known or reasonably capable of estimation, and the method of computation of such Loss, all with reasonable particularity and containing a reference to the provisions of this Agreement or any other agreement, instrument or certificate delivered pursuant hereto in respect of which such Loss shall have occurred. If any action at Law or suit in equity is instituted by a third party with respect to which the Indemnified Party intends to claim any Liability as a Loss under this Article 8, the Indemnified Party shall promptly notify (the “Third Party Claim Notice”) the Indemnifying Party of such action or suit and offer to tender to the Indemnifying Party the defense of such action or suit. A failure by the Indemnified Party to give notice and to offer to tender the defense of the action or suit in a timely manner pursuant to this Section 8.3 shall not limit the obligation of the Indemnifying Party under this Article 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Sellers and Purchaser agree to treat any indemnification payment made pursuant to this Article 8 as an adjustment to the Purchase Price for federal, state, provincial, local and foreign income Tax purposes to the extent permitted by applicable Laws. The amount of any claim by Purchaser from Sellers may be withheld from payments pursuant to Section 2.5.

Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until December 31, 2020; provided, that the representations and warranties in (a) Section 3.l(a) (Corporate Organization), Section 3.l(b) (Corporate Authorization), Section 3.l(c) (Title to Purchased Assets; Completeness if Transfer; Condition of Purchased Assets), Section 3.l(r) (Broker Fees), Section 4.l(a) (Organization), Section 4.l(b) (Authority) and Section 4.l(d) (Finders’ Fees) (collectively, the “Fundamental Reps”) shall survive indefinitely, and (b) Section 3.l(q) (the “Tax Rep”) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and agreements of the Parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

ARTICLE 9
TERMINATION

This Agreement may be terminated at any time prior to Closing:

If this Agreement is terminated pursuant to this Article 9, then each of the Parties shall be relieved of its duties and obligations arising under this Agreement as of the date of such termination and this Agreement shall become void and have no further force or effect, except that this Section 9.2, Section 10.1 (Confidentiality) and Article 8 (Indemnification) and Article 10 (Miscellaneous) shall survive any such termination and shall continue to be enforceable hereunder; provided, however, that in no event shall termination relieve any Party in default or breach of this Agreement prior to such termination from any liability for damages incurred by another Party as a result of such default or breach.

ARTICLE 10

MISCELLANEOUS

Each Party agrees is to keep confidential the terms of this Agreement and the negotiations regarding the Agreement and all information and documents obtained in the course of any due diligence review conducted by each Party (“Confidential Information”) and shall not disclose the Confidential Information to any Person except:

A Party disclosing Confidential Information must use all reasonable endeavours to ensure that Persons receiving Confidential Information from it do not disclose the information except in the circumstances permitted in this Section 10.1.

The obligations of confidentiality and non-disclosure set forth in this Section 10.1 shall survive the termination of this Agreement and shall survive indefinitely but shall not apply to any information in the public domain or that is received by either Party from a third party.

From the date of this Agreement until and including the date of the Closing, the Purchased Assets shall be and remain at the risk of Sellers. If any of the Purchased Assets are lost, damaged or destroyed before the date of the Closing, Purchaser may terminate this Agreement without any further liability or, in lieu of terminating this Agreement, elect by notice in writing to Sellers to complete the purchase to the extent possible with a reduction of the Purchase Price to be agreed by the Parties.

This Agreement may be amended or modified, and any provisions of this Agreement may be waived, in each case upon the approval, in writing, executed by, each of the Parties. No other course of dealing between the Parties or any delay in exercising any rights pursuant to this Agreement shall operate as a waiver of any rights of any Party.

This Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters.

Except as otherwise expressly provided in this Agreement, all covenants and agreements set forth in this Agreement by or on behalf of the Parties shall bind and inure to the benefit of the respective successors and permitted assigns of the Parties, whether also expressed or not, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either Party without the prior written consent of the other Party, as applicable. Any attempted assignment without such consent shall be null and void.

In the event of a dispute between any of the Parties arising under or relating in any way whatsoever to this Agreement, the disputing Parties shall attempt to resolve it through good faith negotiation. If the dispute is not resolved through such negotiation, then the disputing Parties shall attempt to resolve it through mediation in the Commonwealth of Pennsylvania, USA, with a neutral, third-party mediator mutually agreed upon by the disputing Parties. Unless otherwise agreed by the disputing Parties, the costs of mediation shall be shared equally. If the dispute is not resolved through mediation, then upon written demand by one of the disputing Parties it shall be referred to a mutually agreeable arbitrator. The arbitration process shall be conducted in accordance with the laws of the Commonwealth of Pennsylvania, USA. All remedies, legal and equitable, available in court shall also be available in arbitration. The arbitrator’s decision shall be final and binding, and judgement may be entered thereon in a court of competent jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof. In any dispute arising out of or relating in anyway whatsoever to this Agreement, including arbitration, the substantially prevailing Party shall be entitled to recover its costs and attorney fees from the other disputing Parties.

Purchaser acknowledges and agrees that neither Sellers nor any of their Representatives, have made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business or the Purchased Assets, except as expressly set forth in this Agreement. Purchaser further agrees that neither Sellers, nor any of their direct or indirect Representatives (or any of their directors, officers, employees, members, managers, partners, agents or otherwise), will have to be subject to any liability to Purchaser resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, or any information, document or material made available to Purchaser or its Representatives in certain “data rooms” and online “data sites,” management presentations, management interviews, or any other form in expectation or anticipation of the transactions contemplated by this Agreement.

All notices and other communications required or permitted by this Agreement shall be in writing and shall be deemed given if delivered by hand, mailed by registered mail or certified mail, return receipt requested, or by a nationally recognized overnight courier, or sent by electronic transmission by e-mail, to the appropriate Party at the following address (or such other address for a Party as shall be specified by notice pursuant hereto), and such notice shall be deemed to have been given and received, if delivered or mailed by registered or certified mail, when delivered to such address, and if e-mailed, on the next Business Day after the transmission of same:

If to any or all of Sellers, to:

Richard Ransom, President

ICTV Brands, Inc.

489 Devon Park Drive, # 306

Wayne, PA 19087

E-mail: ransom@ictvbrands.com

With copy to:

John Carrino, General counsel

ICTV Brands, Inc.

489 Devon Park Drive, # 306

Wayne, PA 19087

E-mail: carrino@ictvbrands.com

If to Purchaser, to:

RobFia, CEO

Therma Bright Inc.

738-157 Adelaide Street West

Toronto, ON, CAN MSH 4E7

E-mail: rfia@thejenexcorporation.com

With copy to:

Tuba Yamac

BCFLLP

1100 Rene-Levesque West Blvd., 25th Floor

Montreal, QC H3B 5C9

E-mail: tuba.yamac@bcf.ca

The Parties may execute (by electronic communication, facsimile or otherwise) this Agreement in two or more counterparts (no one of which need contain the signatures of all Parties), each of which shall be an original and all of which together shall constitute one and the same instrument.

Except as otherwise expressly provided in this Agreement, no Person which is not a Party shall have any right or obligation pursuant to this Agreement.

Each Party acknowledges that this Agreement has been prepared jointly by the Parties and shall not be strictly construed against any Party.

Each Party hereto, together with its respective legal counsel, has reviewed this Agreement and negotiated the terms hereof, and agrees that each provision hereof is to be given its plain meaning. Each Party agrees that if any issue arises as to the meaning or construction of any word, phrase or provision hereof, that no Party shall be entitled to the benefit of the principles of the construction and interpretation of contracts of written instruments that provide that any ambiguity is to be construed in favor of the Party who did not draft the disputed word, phrase or provision.

This Agreement, the other Transaction Documents, and the other documents to be delivered pursuant to this Agreement, contain the entire understanding of the Parties with respect to the subject matter contained herein and supersede all other prior agreements, understandings and undertakings, both written and oral, among the Parties with respect to the subject matter hereof. All the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, and be binding upon, Sellers and Purchaser and their respective successors and permitted assigns.

The headings used in this Agreement are for the purpose of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

THE EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF , the Parties have executed this Asset Purchase Agreement on the day and year first written above.

SELLERS:

SELLERS:

FOR: ICTV BRANDS UK LIMITED

FOR: ICTV BRANDS HK LIMITED

FOR: ICTV BRANDS ISRAEL LTD.

FOR: ICTV BRANDS, INC.

PURCHASER:

FOR: THERMA BRIGHT INC.

EXHIBIT A

ASSUMED CONTRACTS

NONE

EXHIBIT B

ASSUMED LIABILITIES

NONE

2. Patent family entitled “Skin treatment device utilizing light and temperature”, filed 22 April 2010, in the name of Radiancy Inc. and later assigned to ICTV Brands Inc. Inventors: Philip Solomon, Dolev Rafaeli and Ifat Gertler. (Seller’s reference: REF RAD- 002-PR.

EXHIBIT D

BUSINESS REGULATORY APPROVALS

(a) United States

- Premarket notification submissions

- K082423

- K102477

- Any other.

- Medical device listings

-Any medical device listings related to the Purchased Products.

- Establishment registrations

- Any establishment registrations (all types) related to the Purchased Products.

(b) Europe

- Certification

- 93/42/EEC

- Any other.

- Establishment registrations

-    Any establishment registrations with Governmental Entities related to the Purchased Products.

(c) Canada

- Certification

- ISO 13485 CMDCAS

- Any other.

- Medical Device Licences

-  Licence No.: 63819

Licence Name: NO!NO! SKIN

Device ID: 2000200, 3000230, 3000300, 3000310.

-  Licence No.: 78785

Licence Name: CLEARTOUCH LITE SYSTEM

Device ID: 3009740CA, 3009741CA

- Any other.

EXHIBIT F

EXCLUDED LIABILITIES

EXHIBIT G

LIST OF PURCHASED ASSETS

-      Digital Media

- Print Media

-      Websites:

-      Phone Numbers

EXHIBIT H

SALES REPRESENTATIVE AGREEMENT

EXHIBIT I

TRANSITION SERVICES AGREEMENT

EXHIBIT J

FORM OF SECURITY AGREEMENT

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “Agreement” ) is entered into on March 6, 2018, with retroactive effect as of March I, 2018 (the “Effective Date” ), by and between ICTV Brands, Inc., a Nevada corporation ( “ICTV US” ), and Therma Bright Inc., a British Columbia corporation (the “Buyer” ).

WHEREAS, pursuant to the Asset Purchase Agreement entered into as of the date hereof between the Buyer, on the one hand, and ICTV US, ICTV Brands UK Limited, ICTV Brands HK Limited and ICTV Brands Israel Ltd (collectively, the “Sellers” ), on the other hand (as the same may be amended, supplemented or modified to date, the “Asset Purchase Agreement” ), the Sellers have agreed to sell and transfer to the Buyer, and the Buyer has agreed to purchase, subject to certain conditions, all of the Sellers’ right, title and interest in and to the Purchased Assets;

WHEREAS, subject to the terms and conditions set forth herein, the parties have agreed to enter into this Agreement in order for ICTV US to assist the Buyer by providing to the Buyer certain services and support not otherwise specified in the Asset Purchase Agreement or any other agreement;

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Agreement, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

Capitalized terms used herein shall (a) have the meanings ascribed to them in the Asset Purchase Agreement (as defined below) if not otherwise defined herein, or (b) have the following meanings:

“ Agreement ” shall have the meaning ascribed to such term in the preamble hereto.

“ Asset Purchase Agreement ” shall have the meaning ascribed to such term in the recitals hereto.

“ Damages ” shall have the meaning ascribed to such term in Section 2.3.

“ Defaulting Party ” shall have the meaning ascribed to such term in Section 3.2(c).

“ Indemnified Parties ” shall have the meaning ascribed to such term in Section 2.3.

“ Indemnifying Party ” shall have the meaning ascribed to such term in Section 2.3.

“ Non-Defaulting Party ” shall have the meaning ascribed to such term in Section 3.2(c).

“ Services ” shall mean the services described in Schedule A to be provided by or on behalf of ICTV US to the Buyer pursuant to the terms and conditions of this Agreement.

“ Service Charge ” shall have the meaning ascribed to such term in Section 4.1.

“ Term ” shall have the meaning ascribed to such term in Section 3.1(a).

“ Third Party Claim ” shall have the meaning ascribed to such term in Section 2.3.

ARTICLE II SERVICES

Section 2.1 Agreement to Provide Services.

(a) In addition to any obligation ICTV US has to perform services for the Buyer pursuant to any Transaction Documents and subject to the terms of this Agreement, ICTV US shall provide, or shall cause an Affiliate of ICTV US or third parties (subject to Section 2.9) to provide, to the Buyer, or an Affiliate of the Buyer, Services during the Term in scope and in a manner and at a level of service consistent in all material respects with the services provided to the Business as it existed prior to the Effective Date.

(b) For each Service, the parties have set forth on Schedule A , among other things, a description of the Service, the charge for the Service and any other terms applicable thereto.

Section 2.2 Standard of Care.

ICTV US shall provide the Services with the same degree of skill, attention and care as it exercises in performing the same or similar services for itself and its Affiliates.

Section 2.3 Indemnification

Each party (the “Indemnifying Party” ) shall defend, indemnify, and hold harmless the other party, its Affiliates, and their respective officers, directors, agents and employees (the “Indemnified Parties” ) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) ( “Damages” ) suffered by, imposed upon or asserted against any of them by a third party (a “Third Party Claim” ) as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a) the failure of the Indemnifying Party to perform or fulfill any of its obligations under this Agreement;

(b) any breach or inaccuracy of any representation or warranty given by the Indemnifying Party contained in this Agreement; and

(c) the fraud, gross negligence or willful misconduct on the part of the Indemnifying Party.

Section 2.4 Modification of Services.

Schedule A identifies the Services to be provided by ICTV US and, subject to the mutual agreement of the parties hereto acting reasonably, it may be amended from time to time to add any additional Services reasonably requested by the Buyer or to modify or to delete Services. During the Term, service upgrades and improvements that ICTV US provides to its own internal organizations shall be made available to the Buyer to the extent that the parties mutually agree upon the price for any such upgrade or improvement.

Section 2.5 Independence.

(a) Unless otherwise agreed in writing, all employees and representatives of ICTV US shall be deemed for purposes of all compensation and employee benefits matters to be employees or representatives of ICTV US and not employees or representatives of the Buyer.

(b) In performing the Services, such employees and representatives shall be under the direction, control and supervision of ICTV US (and not the Buyer) and ICTV US shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

(c) The relationship of the parties is of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship. Neither the Buyer nor ICTV US shall have any power or authority to negotiate or conclude any agreement, or to make any representation or to give any understanding on behalf of the other.

Section 2.6 Non-Exclusivity.

Nothing in this Agreement shall preclude the Buyer from obtaining, in whole or in part, services of any nature that may be obtainable from ICTV US, from its own employees or from providers other than ICTV us.

Section 2.7 Cooperation.

The Buyer shall, in a timely manner, take all such actions as may be reasonably necessary or desirable in order to enable or assist ICTV US in performing the Services, including providing necessary information and specific written authorizations and consents, and ICTV US shall be relieved of its obligations hereunder to the extent that the Buyer’s failure to take any such action renders performance by ICTV US of such obligations unlawful or impracticable.

Section 2.8 Limitation on Services.

Unless expressly provided on Schedule A , ICTV US shall not be required to (a) expand its facilities, incur new long-term capital expenses or employ additional personnel in order to provide the Services to the Buyer or (b) provide Services hereunder that are greater in nature and scope than the comparable services provided by ICTV US to the Business prior to the Effective Date.

Section 2.9 Personnel and Third Parties.

In providing the Services, ICTV US, as it deems necessary or appropriate in its reasonable judgment, may (a) use the personnel of ICTV US or its Affiliates and (b) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of ICTV US or are reasonably necessary for the efficient performance of any of such Services; provided that the Buyer consents prior to the use of such third parties, which consent shall not be unreasonably withheld. ICTV US will only employ the services of third parties who have entered into non-disclosure agreements that obligate such third parties to maintain the confidentiality of the Buyer’s confidential information and that prohibit the third party from using such confidential information for any purpose other than in connection with providing the Services.

ARTICLE III TERM AND TERMINATION

Section 3.1 Term.

(a) This Agreement shall become effective on the Effective Date and shall remain in force until the expiration of the last time period for performance of the Services scheduled on Schedule A of this Agreement (the “Term” ), unless terminated earlier with respect to a particular Service or with respect to the Agreement pursuant to Section 3.2 below.

(b) The Buyer shall not have any obligation to continue to use any of the Services and may delete any Service from Schedule A that ICTV US is providing to the Buyer by giving ICTV US sixty (60) days’ notice thereof. In the event any Service is terminated by the Buyer, Schedule A shall be amended to reflect such terminated Service.

Section 3.2 Termination.

(a) If Closing does not occur on or before the Closing Deadline (as defined in the Asset Purchase Agreement), this Agreement shall automatically terminate and the only payment due hereunder shall be the payment set forth in the Side Letter entered into between the Parties as of March I, 2018.

(b) The obligation of ICTV US to provide or cause to be provided a particular Service hereunder shall terminate on the earliest to occur of:

(i) the expiration of the Term;

(ii) the expiration of the term (including any available renewal term) during which such Service is to be provided as specified in Schedule A , each such term to commence on the Effective Date;

(iii) the date sixty (60) days following written notice from ICTV US that ICTV US is discontinuing permanently the provision of such Service to its own internal organizations, provided that, during such 60-day period, ICTV US shall reasonably cooperate with the Buyer in transitioning such Service to another supplier; or

(iv) the date sixty (60) days after ICTV US receives written notice that the Buyer no longer desires that such Service be provided.

(c) Subject to Section 5.1, if either party shall fail to adequately perform in any material respect any of its material obligations under this Agreement (the “Defaulting Party” ), the other party entitled to the benefit of such performance (the “Non-Defaulting Party” ) may give thirty (30) day’s written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non-Defaulting Party intends to terminate this Agreement, either in its entirety or partially as set forth in Section 3.2(d), if such failure or default is not cured within thirty (30) days of such written notice. If any failure or default so specified is not cured within such 30-day period, the Non-Defaulting Party may elect to immediately terminate this Agreement in whole or in part with respect to the Defaulting Party. Such termination shall be effective upon giving a written notice of termination from the Non-Defaulting Party to the Defaulting Party and shall be without prejudice to any other remedy which may be available to the Non-Defaulting Party against the Defaulting Party.

(d) Under circumstances specified in Section 3.2(c) entitling the Non-Defaulting Party to terminate this Agreement, the Non-Defaulting Party shall have the following options to partially terminate this Agreement upon the same notice provisions as specified in Section 3.2(c):

(i) if the default relates to the payment for a Service, ICTV US may terminate this Agreement as to the provision of that Service or all Services to the Buyer, but continue this Agreement in all other respects; or

(ii) if the default relates to the provision of a Service, the Buyer may terminate this Agreement as to the provision of that Service or all Services by ICTV US, but continue this Agreement in all other respects.

Section 3.3 Effect of Termination.

(a) The Buyer specifically agrees and acknowledges that all obligations of ICTV US to provide each Service for which ICTV US is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of ICTV US’s obligation to provide any Service, the Buyer shall immediately cease using, directly or indirectly, such Service (including any and all software of ICTV US or third-party software provided through ICTV US, telecommunications services or equipment, or computer systems or equipment).

(b) Upon termination of a Service with respect to which ICTV US holds books, records or files, including current or archived copies of computer files, owned by the Buyer and used by ICTV US in connection with the provision of a Service to the Buyer, ICTV US will return all of such books, records or files as soon as reasonably practicable; provided, however, that ICTV US may make a copy, at its expense, of such books, records or files for archival purposes only.

(c) Without prejudice to the survival of the other agreements of the parties, the following obligations shall survive the termination of this Agreement: (a) the obligations of each party under Section 3.3(b), and (b) ICTV US’s right to receive the Service Charges for the Services provided by it hereunder pursuant to Section 4.1 incurred prior to the effective date of termination.

ARTICLE IV COMPENSATION

Section 4.1 Service Charge.

As consideration for the provision of the Services, the Buyer shall, for each Service performed, pay ICTV US the applicable fee for such Service set forth in Schedule A as appropriate (the “Service Charge” ). The Service Charge includes all out-of-pocket expenses incurred in connection with ICTV US’s provision of the Services. In the event the Service is terminated, the Service Charge will be prorated for the number of days of Service received in the calendar month (based on a thirty day month) in which the Service is terminated.

Section 4.2 Invoicing and Payments.

(a) Invoices

After the end of each month, ICTV US, together with its Affiliates providing Services, will submit one invoice to the Buyer for all Services provided to the Buyer and the Buyer’s Affiliates by ICTV US during such month.

All invoices shall be sent to the attention of the Buyer at the address set forth in Section 6.1 or to such other address as the Buyer shall have specified by notice in writing to ICTV US.

(b) Payment

Payment of all invoices in respect of Services shall be made by check or electronic funds transmission in U.S. Dollars, within thirty (30) days of the date of receipt of the invoice. Undisputed amounts unpaid as of such date shall accrue interest at a rate equal to the daily average one-month LIBOR plus one percent (I%). All payments shall be made to the account designated by ICTV US to the Buyer.

Section 4.3 Taxes.

The Service Charges include all taxes and other charges that are imposed now or in the future by any Governmental Entity, including any applicable sales, value added or similar tax that is imposed as a result of any Service rendered hereunder.

Section 4.4 Disputed Amounts.

In the event the Buyer disputes the accuracy of any invoice, the Buyer shall pay the undisputed portion of such invoice and the parties hereto shall promptly meet and seek to resolve the disputed amount of the invoice.

ARTICLE V FORCE MAJEURE

Section 5.1 Event of Force Majeure.

ICTV US shall not be liable to the Buyer for any interruption, delay or failure to perform Services under this Agreement when such interruption, delay or failure results from causes beyond its reasonable control or as the result of strikes, lock-outs or other labor difficulties; acts of any government, riot, insurrection or other hostilities; embargo, war, terrorism, fuel or energy shortage, network failures, fire, flood, acts of God, wrecks or transportation delays; or inability to obtain equipment, supplies or utilities from usual sources. In such event, the obligations hereunder of ICTV US in providing any Service, and the obligation of the Buyer to pay for any such Service, shall be postponed for such time as its performance is suspended or delayed on account thereof. Upon learning of the occurrence of such event of force majeure, ICTV US shall promptly notify the Buyer, either orally or in writing.

Section 5.2 Reasonable Efforts.

In the event of any failure, interruption or delay in performance of the Services, whether excused or unexcused, ICTV US shall use its reasonable efforts to restore the Services as soon as may be reasonably possible in accordance with its existing contingency plans for such services.

ARTICLE VI MISCELLANEOUS

Section 6.1 Notices.

All notices and other communications required or permitted by this Agreement shall be in writing and shall be deemed given if delivered by hand, mailed by registered mail or certified mail, return receipt requested, or by a nationally recognized overnight courier, or sent by electronic transmission by e-mail, to the appropriate party at the following address (or such other address for a party as shall be specified by notice pursuant hereto), and such notice shall be deemed to have been given and received, if delivered or mailed by registered or certified mail, when delivered to such address, and if e-mailed, on the next Business Day after the transmission of same:

If to ICTV US, to:

Richard Ransom, President

ICTV Brands, Inc.

489 Devon Park Drive, #306

Wayne, PA 19087

E-mail: ransom@ictv brands.com

With copy to:

John Carrino, General Counsel

ICTV Brands, Inc.

489 Devon Park Drive, #306

Wayne, PA 19087

E-mail: carrino@ictvbrands .com

If to the Buyer, to:

Rob Fia, CEO

Therma Bright Inc.

738-157 Adelaide Street West

Toronto, ON, CAN M5H 4E7

E-mail: rfia@thejenexcorporation.com

With copy to:

Tuba Yamac

BCF LLP

1100 Rene-Levesque West Blvd., 25th Floor

Montreal, QC H3B 5C9

E-mail: tuba.yamac@bcf.ca

Section 6.2 Amendments and Waivers.

This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each party. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 6.3 Headings.

The table of contents and the article, section, paragraph and other headings contained in this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

Section 6.4 Entire Agreement.

This Agreement and the Schedule hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the parties, oral and written, with respect to the subject matter hereof.

Section 6.5 Governing Law.

This Agreement, including all matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the commonwealth of Pennsylvania, without regard to principles of conflicts or choice of laws or any other law that would make the laws of any other jurisdiction other than the commonwealth of Pennsylvania applicable hereto.

Section 6.6 Arbitration.

In the event of a dispute between any of the parties arising under or relating in any way whatsoever to this Agreement, the disputing parties shall attempt to resolve it through good faith negotiation. If the dispute is not resolved through such negotrnt10n, then the disputing parties shall attempt to resolve it through mediation in the State of Pennsylvania, USA, with a neutral, third-party mediator mutually agreed upon by the disputing parties. Unless otherwise agreed by the disputing parties, the costs of mediation shall be shared equally. If the dispute is not resolved through mediations, then upon written demand by one of the disputing parties it shall be referred to a mutually agreeable arbitrator. The arbitration process shall be conducted in accordance with the laws of the Commonwealth of Pennsylvania, USA. All remedies, legal and equitable, available in court shall also be available in arbitration. The arbitrator’s decision shall be final and binding, and judgement may be entered thereon in a court of competent jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof. In any dispute arising out of or relating in anyway whatsoever to this Agreement, including arbitration, the substantially prevailing party shall be entitled to recover its costs and attorney fees from the other disputing parties.

Section 6. 7 Assignment.

ICTV US acknowledges that Buyer is entering this Agreement based on its confidence in ICTV US’s abilities and reputation and that Buyer is unwilling to proceed on the basis set out in this Agreement with any other person or entity; accordingly, this Agreement may not be assigned by ICTV US, except in connection with the sale of all or substantially all of it assets or if the assignment is . However, Buyer may assign its rights to any of its subsidiaries or affiliated companies. ICTV US agrees and undertakes that its consent is not required for any assignment by Buyer. ICTV US shall execute all documents in accordance with Buyer’s instructions, and take whatever actions required by Buyer, to give effect to this Section 6.7.

Section 6.8 Fees and Expenses.

Each party hereto shall be responsible for the fees and expenses incurred by it relating to the drafting, negotiation and enforcement of this Agreement, as well as any other advice sought in connection with this Agreement.

Section 6.9 Binding Nature; Third-Party Beneficiaries.

This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 6.10 Severability.

This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term hereof which shall remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that such restriction may be enforced to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Section 6.11 Currency.

All monetary amounts mentioned or referred to herein are m United States dollars unless otherwise indicated.

Section 6.12 Specific Performance.

The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 6.13 Construction.

(a) For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the words “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Schedule hereto) and not to any particular provision of this Agreement, and article, Section, paragraph, exhibit and schedule references are to the articles, Sections, paragraphs, and exhibits and schedules of this Agreement unless otherwise specified, (iii) the words “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, and (iv) the word “or” shall not be exclusive.

(b) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(c) Any reference to any federal, state, local or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

Section 6.14 Confidentiality.

This Agreement and all information that may be disclosed to a party pursuant to this Agreement shall be subject to the terms of the confidentiality provisions in the Asset Purchase Agreement, and such information shall be held in confidence by each party and its representatives in accordance with the terms of the Asset Purchase Agreement. Without limiting the foregoing, ICTV US agrees to maintain the confidentiality of all non-public information relating to the Buyer or its Affiliates that may be disclosed by the Buyer to ICTV US or its Affiliates in connection with the performance of the Services hereunder and to use such information solely for the purposes of providing the Services hereunder.

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IN WITNESS WHEREOF, the parties have caused this Transition Services Agreement to be duly executed as of the day and year first above written.

PATENT AND TRADEMARK PLEDGE AGREEMENT

THIS AGREEMENT (this “Agreement” ) is made between Therma Bright, Inc., a British Columbia corporation located at 738-157 Adelaide Street West, Toronto, ON, CAN M5H 4E7 (the “Pledgor” ), and ICTV Brands, Inc., a Nevada corporation located at 489 Devon Park Drive, Wayne, PA 19087 (the “Pledgee” ).

RECITALS

IT IS AGREED as follows:

The Pledge constitutes a continuing security interest which shall be cumulative, in addition to and independent of every other security which the Pledgee may at any time hold for the Secured Obligations or any rights, powers and remedies provided by law. Subject to Section 7 of this Agreement, the Security expressed to be created under this Agreement shall not be affected in any way by any variation, amendment, restatement, novation, transfer, extension, compromise or release of any or all of the Secured Obligations or the APA or of any other security from time to time.

The Pledge created hereby shall only terminate and the Pledgee shall only be obliged to release the Pledged Assets or the remainder thereof if and once the Pledgee is satisfied that all the Secured Obligations have been irrevocably paid or discharged in full and are no longer capable of arising.

The rights and obligations of the Pledgor under this Agreement may not be assigned or transferred without the prior written consent of the Pledgee.

All notices under this Agreement shall be in writing and be sent to the following addresses:

The Pledgor shall pay to the Pledgee all reasonable costs and expenses (including legal fees and together with any applicable taxes) incurred by the Pledgee and its counsel in connection with the enforcement or preservation of any rights under this Agreement and the Security granted hereunder (but excluding any costs and expenses arising as a result of that person’s fr aud or gross negligence or in connection with the negotiat ion and entry into this Agreement).

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdic tion, this shall not affect or impair the validity or enforceability in that jurisdiction of any other provision of this Agreement.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Pennsylvania.

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Sales Representative Agreement

THIS SALES REPRESENTATIVE AGREEMENT (this “Agreement” ) is entered into on March 6, 2018, with retroactive effect as of March I, 2018 (the “Effective Date” ) by and between Therma Bright Inc., a British Columbia corporation ( “Company” ), and ICTV Brands, Inc., a Nevada corporation ( “Representative” ).

RECITALS:

For the purposes of this Agreement, the following terms have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under common control with, such Person. The term “control’’ means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Agreement” means this Sales Representative Agreement as the same may be amended, supplemented or modified from time to time.

“Asset Purchase Agreement” has the meaning set forth in the Recitals hereto.

“ClearTouch Trademarks” has the meaning set forth in Section 12.1.

“Closing” means the closing of the transaction contemplated in the Asset Purchase Agreement.

“Company” has the meaning set forth in the Preamble hereto.

“Confidential Information” has the meaning set forth in Section 15.

“Developed IP” has the meaning set forth in paragraph 11.1(b).

“Effective Date” has the meaning set forth in the Preamble hereto.

“Financial Report” has the meaning set forth in Section 6.4.

“Initial Term” has the meaning set forth in Section 10.1.

“Intellectual Property” means (a) patents, patent applications, continuations, continuations-in-part, divisions, validations, reissues, patent disclosures, inventions (whether or not patentable) and improvements thereto, (b) utility models and pending applications to register the same; (c) trademarks, service marks, logos, trade dress and trade names or other source-identifying designations or devices, (d) copyrights, design rights and database rights, whether registered or unregistered, and pending applications to register the same, (e) internet domain names and registrations thereof, (t) confidential ideas, trade secrets, proprietary rights, computer software, including source code, derivative works, moral rights, know-how, works-in-progress, concepts, methods, processes, inventions, invention disclosures, formulae, reports, data, technical and scientific information, customer lists, mailing lists, business plans, information relating to manufacturing processes or other proprietary information, (g) all foreign counterparts thereof, (h) all renewals, extensions, restorations and reissues thereof, (i) any and all other intellectual property rights throughout the world.

“Interim Period” means the period starting on the Effective Date and ending at the Closing.

“Nail Product” shall mean the ClearTouch® nail phototherapy device.

“Net Collected Sales” shall mean the gross selling price invoiced and received by or on behalf of Company, less the following deductions and offsets : (a) credits, refunds, or allowances granted upon returns, rejections or recalls, retroactive price reductions, billing corrections or other allowances; (b) freight, shipping and insurance costs if included in the gross invoiced selling price; (c) professional allowances, quantity discounts, cash discounts, prompt payment discounts and other trade discounts, credits or allowances actually granted; (d) sales, excise and value-added taxes, tariffs, customs duties, other taxes and surcharges and other charges by an authority to the extent included in such selling price; (e) amounts incurred for rebates or discount programs; (t) rebates and premiums granted in connection with the sales of such Products, charge backs, and price protection; reprocurement charges, buying group/group purchasing organization administrative fees or managed care organization rebates or fees together with any and all retroactive adjustments relating thereto; and (g) distribution fees and sales commissions paid to non-Affiliates of Company; all of such deductions and offsets to be calculated in accordance with standard allocation procedures, allowance methodologies and generally accepted accounting principles, consistently applied.

“no!no! Trademarks” has the meaning set forth in the Recitals hereto.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity.

“Products” shall mean the Nail Product and the Skin Product.

“Renewal Term” has the meaning set forth in Section 10.1.

“Representative” has the meaning set forth in the Preamble hereto.

“Restricted Period” has the meaning set forth in paragraph 4(c).

“Skin Product” means the phototherapy device currently sold under the no!no! Trademarks.

“Sellers” has the meaning set forth in the Recitals hereto.

“Services” has the meaning set forth in Section 2.1.

“Term” means the Initial Term and any Renewal Tenn, if applicable.

“TSA” means the Transition Services Agreement entered into between Company and Representative.

Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof’ and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (b) the word “including” means “including, but not limited to”; (c) words importing the singular will also include the plural, and vice versa; and (d) any reference to any federal, state, local or foreign statute or law (including within the definition of Law) will be deemed also to refer to all rules and regulations promulgated thereunder. References to $ will be references to United States Dollars, and with respect to any contract, obligation, liability, claim or document that is contemplated by this Agreement but denominated in currency other than United States Dollars, the amounts described in such contract, obligation, liability, claim or document will be deemed to be converted into United States Dollars for purposes of this Agreement as of the applicable date of determination.

Representative shall perform the sale, promotion and marketing and after-sale support of the Products at a level of service consistent in all material respects with the sale, promotion and marketing activities of Representative provided to the Business prior to the Effective Date (the “Services” ).

Representative’s sole authority shall be to solicit orders for the Products in accordance with the terms of this Agreement. Representative shall not have the authority to make any commitments whatsoever on behalf of Company, and shall be fully responsible for keeping its customers duly informed of this limit on Representative’s authority to make agreements on behalf of the Company with the customers.

As a consideration for the Services, Representative shall be paid:

Subject to paragraph 10.2(a), Commissions resulting from sales of Products shall be paid by Company to Representative on the 15 ^th day of each calendar month during the Term for all Net Collected Sales paid to Company during the preceding calendar month. During the term of the TSA, however, Representative may offset from any payment due to Company under the TSA the amount of Commissions payable hereunder.

Company (or, during the term of the TSA, Representative) shall generate a financial report within 10 days of the end of each month during the Term showing Net Collected Sales using Company’s accounting system (the “Financial Report”) and provide such Financial Report to Representative.

Both parties shall have the right, at its own expense, to inspect at reasonable times and upon reasonable notice relevant accounting records to verify the accuracy of costs and commissions paid by the parties under the terms of this Agreement.

Company shall indemnify, defend and hold harmless Representative and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs, expenses (including, without limitation, reasonable attorneys’ fees) which result from, arise in connection with or are related in any way to claims by third parties arising out of or in connection with (a) any claim alleging that any Product infringes or misappropriates any Intellectual Property right of any third party, other than the no!no! Trademarks; (b) any claim from a governmental entity or regulatory body concerning the sale and approval of sale of Products by Representative; and (c) any product liability or similar claim including, without limitation, any claim for personal injury or injury to property relating to the development, testing, manufacturing, promotion, distribution, use or other commercialization of the Products. This indemnification obligation shall however not apply to losses, liabilities, claims, obligations, costs or expenses which result from, arise in connection with or are related in any way to Products sold during the Interim Period or in circumstances where Company is entitled to indemnification from any of the Sellers under the Asset Purchase Agreement.

Representative shall indemnify, defend and hold harmless Company and its Affiliates, officers, directors, employees and agents from and against any and all losses, liabilities, claims, obligations, costs, expenses (including, without limitation, reasonable attorneys’ fees), incurred by or demanded from Company, directly or indirectly arising out of, or resulting from (i) any act or omission made by Representative or its employees, agents or subcontractors related to the Services performed for Company hereunder which is negligent or which constitutes a breach of any of the terms of this Agreement, or (ii) any untrue or inaccurate representation made by Representative in this Agreement.

Notwithstanding anything to the contrary herein, except in the event of a breach of Articles II, 12 or 15, neither party nor its agent(s), representatives(s) or employee(s) shall be liable to the other pursuant to this agreement for amounts representing loss of revenues, loss of profits, loss of business or indirect, consequential, special or punitive damages of the other party, however caused and on any theory of liability, even if the other party has been advised of the possibility of such damages.

This Agreement shall commence on the Effective Date and shall remain in full force and effect for an initial period of twelve (12) months (the “Initial Term”), unless terminated earlier in accordance with section 10.2 or 10.3. It will automatically renew for successive periods of I-year (each such successive period, a “Renewal Term”), unless a party elects not to renew this Agreement and provides a notice of that intention to the other party at least 60 days before the end of the then current Initial Term or Renewal Term, as the case maybe.