ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 5th, 2016 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • 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.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 5th, 2016 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • Pennsylvania
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of October 4, 2016 (the “Effective Date”) by and between ICTV Holdings, Inc., a Nevada corporation (the “Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy, Inc. a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited, a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”). Capitalized terms used but not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • October 5th, 2016 • Photomedex Inc • Electromedical & electrotherapeutic apparatus • 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”).
