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”), 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.”


 


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	 
	Joseph Marrama	 	 	300,000	 	 	 	750,000	 
	Scramjet Holdings, LLC	 	 	70,000	 	 	 	175,000	 
	Patrick Malone	 	 	50,000	 	 	 	125,000	 
	John Carrino	 	 	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/
    Richard Ransom
	 	Name:	Richard
    Ransom
	 	Title:	President
	 	 
	 	BUYER:
	 	 
	 	Ermis Labs, Inc.
	 	 
	 	By:	/s/
    Richard Ransom
	 	Name:	Richard
    Ransom
	 	Title:	President
	 	 
	 	SHAREHOLDER:
	 	 
	 	LeoGroup Private Debt Facility, L.P.
	 	 
	 	By:	/s/
    Matthew J. Allain
	 	Name:	Matthew
    J. Allain 
	 	Title:	Manager
	 	 
	 	SELLER:
	 	 
	 	Ermis Labs, Inc.
	 	 	 
	 	By:	/s/
    Matthew J. Allain
	 	Name:	Matthew
    J. Allain
	 	Title:	Manager