EXHIBIT 10.3 EUROMERICA CAPITAL GROUP INC. Suite 1818 - 701 West Georgia Street Vancouver, British Columbia V7Y 1K8 PHONE: (604) 697-7788 FACSIMILE: (604) 609-6006 DATED: June 10, 2002 TO: INTERNATIONAL COMMERCIAL TELEVISION INC. 2300 North Dixie...Financial Advisory Agreement • August 14th, 2002 • International Commercial Television Inc • Retail-catalog & mail-order houses • British Columbia
Exhibit 10.6 ASSIGNMENT OF TRADEMARK ----------------------- THIS TRADEMARK ASSIGNMENT ("Assignment") is made as of November 30, 2001, by DIMENSIONAL MARKETING CONCEPTS, INC., a Florida corporation ("Assignor"), in favor of INTERNATIONAL COMMERCIAL...Trademark Assignment • December 24th, 2001 • International Commercial Television Inc • Retail-catalog & mail-order houses • Florida
Exhibit 10.5 SECOND EXTENSION OF PROMISSORY NOTE DATED ON OR ABOUT APRIL 1, 2000 This Second Extension of Promissory Note Dated On or About April 1, 2002, is made as of 25th day of March, 2002, by and between Kelvin John Claney, Robin Jan Marney and...Promissory Note Extension • April 12th, 2002 • International Commercial Television Inc • Retail-catalog & mail-order houses
This Second Extension of Promissory Note Dated On or About April 1, 2002, is made as of 25th day of March, 2002, by and between Kelvin John Claney, Robin Jan Marney and William Ainslie Reece, in their capacity as trustees of the Better Blocks Trust created by Deed dated 1 January 1994 ("Lender"), and International Commercial Television Inc. (formerly known as Moran Dome Exploration Inc.) ("Borrower").
INDEPENDENT SALES REPRESENTATIVE AGREEMENT ------------------------------------------ THIS INDEPENDENT SALES REPRESENTATIVE AGREEMENT (the "Agreement") is dated as of August 8, 2001 and is between INTERNATIONAL COMMERCIAL TELEVISION, INC., a Nevada...Independent Sales Representative Agreement • October 3rd, 2001 • International Commercial Television Inc • Florida
EXHIBIT 10.1 EXCLUSIVE LICENSE AND MARKETING AGREEMENT Between: Select Home Products ("SHP") 12503-53rd Street Edmonton, Alberta T5A 456 Canada And International Commercial Television Inc. ("ICTV") 203B Kimman Center 2300 North Dixie Highway Boca...Exclusive License and Marketing Agreement • August 14th, 2002 • International Commercial Television Inc • Retail-catalog & mail-order houses • Alberta
AMENDMENT NO. 2 TO SHARES CO-SALE AGREEMENTShares Co-Sale Agreement • February 8th, 2002 • International Commercial Television Inc • Retail-catalog & mail-order houses
SECURITY AGREEMENTSecurity Agreement • November 27th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This Security Agreement is entered into on November 20, 2018, by and between ICTV BRANDS INC., a Nevada corporation (“Debtor”) and KELVIN and ROBIN JAN CLANEY (together, the “Secured Party”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • July 18th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This Termination and Release Agreement (the “Agreement”) is made and entered into as of July 12, 2017, by and among ICTV Brands Inc., a Nevada corporation (“Parent”), ICTV Holdings, Inc., a Nevada corporation (“Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Parent, Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of October 4, 2016 (the “Effective Date”) by and between ICTV Holdings, Inc., a Nevada corporation (the “Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc. a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Capitalized terms used but not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
ASSET PURCHASE AGREEMENT by and among THERMA BRIGHT INC.,Asset Purchase Agreement • March 12th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
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”.
Sales Representative AgreementSales Representative Agreement • March 12th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
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”).
ESCROW AGREEMENTEscrow Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • District of Columbia
ESCROW AGREEMENT, dated as of October 4, 2016, by and among ICTV Brands Inc., a Nevada corporation (“Parent”); ICTV Holdings, Inc., a Nevada corporation (“Purchaser”); PhotoMedex, Inc., a Nevada corporation (“PHMD”); Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”), those investors listed on the Schedule of Investors attached hereto as Exhibit A (each an “Investor” and together, the “Investors”) and Bevilacqua PLLC, District of Columbia professional limited liability company, as escrow agent (the “Escrow Agent”).
ICTV BRANDS INC. COMMON STOCK PURCHASE WARRANT Date: November 20, 2018Warrant Agreement • November 27th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses
This Warrant certifies that, for value received, STEPHEN JAMES BARRY JARVIS (the “Warrant Holder”) is entitled to purchase from ICTV BRANDS INC. (the “Company”), upon surrender of this Warrant at the principal offices of the Company, up to One Hundred Thousand (100,000) shares of the of the common voting stock of the Company (the “Shares”) at the purchase price per share set forth herein.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 27th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This First Amendment to Asset Purchase Agreement (the “First Amendment”) is made and entered into as of January 23, 2017, by and among ICTV Brands Inc., a Nevada corporation (“Parent”), ICTV Holdings, Inc., a Nevada corporation (“Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Parent, Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
RECITALSShare and Option Purchase Agreement • October 3rd, 2001 • International Commercial Television Inc • Washington
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • July 18th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS BILL OF SALE AND ASSIGNMENT (this “Bill of Sale”) is made and entered into as of July 12, 2017, by and among PhotoMedex, Inc., a Nevada corporation, Radiancy, Inc., a Delaware corporation, PhotoTherapeutics Ltd., a private limited company limited by shares incorporated under the laws of England and Wales, Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (each, a “PHMD Party”), and ICTV Holdings, Inc., a Nevada corporation (“ICTV”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Release Agreement (as defined below).
ContractSecured Convertible Promissory Note • November 27th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE.
EXTENSION OF PROMISSORY NOTE DATED ON OR ABOUT APRIL 1, 2000 This Extension of Promissory Note Dated On or About April 1, 2000, is made as of the 23 day of August, 2001, by and between Kelvin John Claney, Robin Jan Marney and William Ainslie Reece, in...Extension of Promissory Note • October 3rd, 2001 • International Commercial Television Inc
This Extension of Promissory Note Dated On or About April 1, 2000, is made as of the 23 day of August, 2001, by and between Kelvin John Claney, Robin Jan Marney and William Ainslie Reece, in their capacity as trustees of The Better Blocks Trust created by Deed dated 1 January 1994 ("Lender"), and International Commercial Television Inc. (formerly known as Moran Dome Exploration Inc.) ("Borrower").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 4, 2016, among ICTV Brands Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are collectively referred to in this Agreement as the “Parties,” and each a “Party.”
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of February 28, 2017 by and among ICTV Brands Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 12th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
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”).
ASSET PURCHASE AGREEMENT by and among ICTV BRANDS INC. ICTV HOLDINGS, INC., PhotoMedex, Inc., RADIANCY, INC., PHOTOTHERAPEUTICS LTD., and RADIANCY (ISRAEL) LIMITEDAsset Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 4, 2016, (the “Execution Date”) by and among ICTV Brands Inc., a Nevada corporation (“Parent”); ICTV Holdings, Inc., a Nevada corporation (“Purchaser”); PhotoMedex, Inc., a Nevada corporation (“PHMD”); Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Parent, Purchaser and the Sellers are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms which are used but not otherwise defined herein are defined in Section 1.1 below.
PATENT AND TRADEMARK PLEDGE AGREEMENTPatent and Trademark Pledge Agreement • March 12th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses
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”).
FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 27th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This First Amendment to Transition Services Agreement (the “First Amendment”) is made and entered into as of January 23, 2017, by and ICTV Holdings, Inc., a Nevada corporation (the “Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”).
ContractSecured Convertible Promissory Note • November 27th, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2017, by and among ICTV Brands Inc., a Nevada corporation (the “Company”) and the investors identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 5th, 2016 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
ASSET PURCHASE AGREEMENT, dated October 4, 2016 (this “Agreement”), by and among ICTV Brands Inc., a Nevada corporation (the “Parent”), Ermis Labs, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (the “Buyer”), LeoGroup Private Debt Facility, L.P., a Delaware limited partnership (the “Shareholder”) and Ermis Labs, Inc., a New Jersey corporation (the “Seller”).
PRODUCT PURCHASE AGREEMENTProduct Purchase Agreement • March 28th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This Product Purchase Agreement (“Agreement’’) is hereby entered into by and between Omega 5 Technologies Inc. (“Omega’”), a Canadian corporation; Richard A. Zirger (“Zirge;r”); Christina Boves (“Boves”); and ICTV Brands, Inc. (formerly known as International Commercial Television Inc.) (“‘ICTV”), an American corporation, on January 22, 2016. Omega, Zirger and Boves are referred to herein collectively as “the Omega Parties,” the Omega Parties and ICTV are referred to herein collectively as “‘ the Parties” and each of the Parties is referred to herein individually as a “Party.”
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 27th, 2017 • ICTV Brands Inc. • Retail-catalog & mail-order houses • Pennsylvania
This First Amendment to Asset Purchase Agreement (the “First Amendment”) is made and entered into as of January 23, 2017, by and among ICTV Brands Inc., a Nevada corporation (“Parent”), Ermis Labs, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Buyer”), LeoGroup Private Debt Facility, L.P., a Delaware limited partnership (“Shareholder”) and Ermis Labs, Inc., a New Jersey corporation (“Seller”). Parent, Buyer, Shareholder and Seller are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
WINDOWSHOP PC.COM, LTD. P.O. Box 7945 Boca Raton, FL 33431 January 5, 2001 Omega 5 Technologies, Inc. 501 Rennie Street Hamilton, Ontario L8H 3P6 Canada Re: Derma Wand Marketing and Royalty Arrangements Ladies and Gentlemen: This letter is intended to...Marketing and Royalty Agreement • October 3rd, 2001 • International Commercial Television Inc
SUBSCRIPTION AGREEMENT ICTV Brands Inc. Series A Preferred StockSubscription Agreement • May 2nd, 2018 • ICTV Brands Inc. • Retail-catalog & mail-order houses
