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


 


	 	A.	The
    Pledgee and the Pledgor have entered into an Asset Purchase Agreement dated March 6, 2018 and effective as of March 1, 2018
    (the “APA”).
	 	 	 
	 	B.	The
    Pledgor has agreed to pledge the Pledged Assets (as hereinafter defined) to the Pledgee as security for the rights of the
    Pledgee under paragraphs 2.5 (b), (c) and (d) of the APA.


 


IT
IS AGREED as follows:


 


	 	1.	DEFINITIONS:
    Unless defined otherwise herein, capitalized terms and expressions used herein shall have the meaning ascribed to them
    in the APA:


 


	 	a.	“APA”
    has the meaning given to it in Recital (A).
	 	 	 
	 	b.	“Enforcement”
    means the foreclosure or any other kind of realization of the Pledged Assets.
	 	 	 
	 	c.	“Parties”
    means the Pledgor and the Pledgee and “Party” means each of them.
	 	 	 
	 	d.	“Patent”
    means US Patent No. 9,414,470
	 	 	 
	 	e.	“Pledged
    Assets” means the rights in the Patent and Trademark.
	 	 	 
	 	f.	“Pledgee”
    means the pledgee as set forth on the cover page of this Agreement.
	 	 	 
	 	g.	“Pledgor”
    means the pledgor as set forth on the cover page of this Agreement.
	 	 	 
	 	h.	“Secured
    Obligations” means the Pledgor’s obligation to pay the balance of the Purchase Price under paragraphs 2.5
    (b), (c) and (d) of the APA.
	 	 	 
	 	i.	“Security”
    means a mortgage, charge, pledge, lien or other security interest securing any obligation of any business or any other
    agreement or arrangement having the effect of Security.
	 	 	 
	 	J.	“Trademark”
    means US Trademark No. 5,355,075.


 






    	 	 	 



     


    

 


	 	2.	PLEDGE


 


	 	a.	Undertaking
    to Pledge: The Parties agree that in the event of a default by the Pledgor with respect to any of its Secured Obligations,
    Pledgor undertakes to pledge to the Pledgee, and grant a first priority security interest in, all Pledged Assets (the “Pledge”),
    which Pledge should become effective as of the date of such default.
	 	 	 
	 	b.	Effecting
    of the Pledge: Pledgor hereby agrees to pledge, and grant a first priority security interest in, effective as of the date
    upon which Pledgor defaults on any of its Secured Obligations (the “Default Date”), all Pledged Assets
    to the Pledgee and the Pledgee hereby accepts such Pledge.


 


	 	3.	PLEDGOR’S
    GENERAL RIGHTS AND OBLIGATIONS


 


	 	a.	As
    long as Enforcement has not occurred, the Pledgor has the unrestricted right to use the Pledged Assets.
	 	 	 
	 	b.	The
    Pledgor agrees to promptly execute and deliver at its own expense all further instruments and documents, and take all further
    action, that the Pledgee may reasonably request, if necessary, to perfect, protect, maintain and/or enforce the Pledge to
    be created under this Agreement.
	 	 	 
	 	c.	Except
    with the Pledgee’s prior written consent or unless expressly permitted otherwise, the Pledgor shall not:


 


	 	i.	do,
    or permit to be done, anything which would prejudice the priority, ranking or legality, validity and enforceability of the
    Pledge to be created pursuant to this Agreement;
	 	 	 
	 	ii.	grant
    any Security over the Pledged Assets other than the Pledge;
	 	 	 
	 	iii.	enter
    into any legal instrument relating to, or grant any Security over, or dispose of, or assign the Pledged Assets other than
    in connection with the Pledge; or
	 	 	 
	 	iv.	take
    any other action with respect to the Pledged Assets that would jeopardize any rights of the Pledgee under the Pledge, or would
    jeopardize the Enforcement or the value of the Pledged Assets.


 


	 	d.	The
    Pledgor shall promptly notify the Pledgee of any occurrence which is likely to prejudice the Pledge in order to allow the
    Pledgee to effectively ensure that the value and validity of the Security created in accordance with this Agreement is perfected
    and maintained.



 






    	 	 	 



     


    

 


	 	e.	The
    Pledgor shall at all times during the term of this Agreement take all legal and other actions which are reasonably necessary
    to safeguard all of its or the Pledgee’s rights under or in respect of the Pledged Assets and shall further, at its
    own cost, upon reasonable request by the Pledgee, furnish the Pledgee with all information, records and documents that are
    required for the purpose of securing, perfecting or otherwise implementing and/or enforcing this Agreement.


 


	 	4.	PLEDGOR’S
    OBLIGATIONS REGARDING TRADEMARK


 


	 	a.	The
    Pledgor shall use the Trademark in accordance with its current course of business.
	 	 	 
	 	b.	The
    Pledgor shall maintain the registration of all Trademark in the respective trademark register and shall duly pay all fees
    and bear all costs in connection therewith.


 


	 	5.	PLEDGOR’S
    OBLIGATIONS REGARDING PATENT


 


	 	a.	The
    Pledgor shall use the Patent in accordance with its current course of business.
	 	 	 
	 	b.	The
    Pledgor shall maintain the registration of such Patent in the respective patent register and shall duly pay all fees and bear
    all costs in connection therewith.


 


		6.	CONTINUING
                                         SECURITY; EFFECTIVENESS OF COLLATERAL



 


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.


 


		7.	RELEASE
                                         OF THE PLEDGED ASSETS



 


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.


 


		8.	NO
                                         ASSIGNMENT



 


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


 






    	 	 	 



     


    

 


		9.	INDEMNITY



 


		a.	The
                                         Pledgee shall not be liable by reason of (i) taking any action permitted by this Agreement
                                         or (ii) any neglect or default in connection with the Pledged Assets, except in the case
                                         of proven fraud or gross negligence on the part of the Pledgee.



 


		b.	The
                                         Pledgor will fully release, discharge and indemnify the Pledgee and keep it fully harmless
                                         for any claims raised or brought against it in connection with this Agreement, exce pt
                                         in the case of proven fraud or gross negligence on the part of the Pledgee in which case
                                         no such release, discharge or indemnification by Pledgor shall be required.



 


		10.	WAIVERS
                                         AND AMENDMENTS



 


		a.	No
                                         failure on the part of the Pledgee to exercise, or delay on its part in exercising, any
                                         rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
                                         of a right hereunder preclude any further or other exercise of that right or any other
                                         right which the Pledgee may have hereunder.



 


		b.	Any
                                         amendment or waiver of this Agreementor any provision of this Agreement (including this
                                         clause) shall only be binding if agreed in writing by the Parties hereto.



 


		11.	NOTICES



 


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


 


		a.	If
                                         to the Pledgee:



 


	 	i.	ICTV
    Brands, Inc.
	 	 	Attn:
                                         Richard Ransom, President

                                                         489
                                         Devon Park Drive, Suite 306

	 	 	Wayne,
    PA 19087
	 	 	Phone:
    484-598-2300
	 	 	Email:
    ransom@ictvbrands.com


 


		b.	If
                                         to the Pledgor:



 


	 	i.	Therma
    Bright, Inc. 
	 	 	Attn:
    Rob Fia, CEO
	 	 	738-157
    Adelaide Street West 
	 	 	Toronto,
    ON, CAN M5H 4E7
	 	 	Phone:
    416-867-2353
	 	 	Email:
    rfia@thejenexcorporation.com


 






    	 	 	 



     


    

 


		12.	EXPENSES



 


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).


 


		13.	SEVERABILITY



 


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.


 


		14.	COUNTERPARTS



 


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


 


		15.	LAW
                                         AND JURISDICTION



 


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


 


***
signatures on next page ***


 




    	 	 	 



     


    

 





	PLEDGEE:	 
	ICTV
    BRANDS, INC.	 
	 	 
	/s/
    Richard Ransom (Mar 6, 2018)	 
	Richard
    Ransom 	 
	RICHARD
    RANSOM	 
	PRESIDENT	 


 


	PLEDGOR:	 
	THERMA
    BRIGHT INC.	 
	 	 
	/s/
    Robert Fia	 
	ROBERT
    FIA	 
	CEO