FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10.7

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

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”), Xxxxx Labs, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Buyer”), LeoGroup Private Debt Facility, L.P., a Delaware limited partnership (“Shareholder”) and Xxxxx 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.”

Recitals

A. The Parties have entered into that certain Asset Purchase Agreement, dated October 4, 2016 (the “Purchase Agreement”).

B. Section 7.2 of the Purchase Agreement states that the provisions of the Purchase Agreement may be amended by an instrument in writing signed on behalf of the Parties.

C. As evidenced by their signature to this First Amendment, the Parties desire to amend the Purchase Agreement as set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Amendment. Schedule 1.4(b) of the Purchase Agreement shall be amended in its entirety to read as follows:

Shareholder Name		Buyer Shares Owned				Parent Shares to be Received
LeoGroup Private Debt Facility, L.P.			550,000				1,375,000
Xxxxxx Xxxxxxx			300,000				750,000
Scramjet Holdings, LLC			70,000				175,000
Xxxxxxx Xxxxxx			50,000				125,000
Xxxx Xxxxxxx			30,000				75,000
TOTALS			1,000,000				2,500,000

2. Effect of Amendment. Except as amended by this First Amendment, the Purchase Agreement shall remain in full force and effect. In addition, if there are any inconsistencies between the Purchase Agreement and this First Amendment, the terms of this First Amendment shall prevail and control for all purposes.

3. Governing Law. This First Amendment shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflict of laws.

4. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and/or other electronically transmitted signatures shall be effective for all purposes.

[SIGNATURE PAGES FOLLOW]

In Witness Whereof, the parties hereto have executed this First Amendment to Asset Purchase Agreement as of the date first written above.

	PARENT:
	ICTV Brands Inc.
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	President
	BUYER:
	Xxxxx Labs, Inc.
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	President
	SHAREHOLDER:
	LeoGroup Private Debt Facility, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Manager
	SELLER:
	Xxxxx Labs, Inc.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Manager