Exhibit
10.9


 


REGISTRATION
RIGHTS AGREEMENT


 


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”).


 


RECITALS


 


A.
In connection with the Securities Purchase Agreement by and among the parties hereto dated as of October 4, 2016 (the “Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement,
to issue and sell to each Investor shares (the “Shares”) of the Company’s common stock, $0.001 par value
per share (“Common Stock”).


 


B.
In accordance with the terms of the Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:


 


1.
Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have
the respective meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective
meanings set forth in this Section 1 and other terms are defined throughout this Agreement:


 


“Commission
Comments” means written comments pertaining solely to Rule 415 which
are received by the Company from the Commission to a filed Registration Statement, which either (i) requires the Company to limit
the number of Registrable Securities which may be included therein to a number which is less than the number sought to be included
thereon as filed with the Commission or (ii) requires the Company to either exclude Registrable Securities held by specified Holders
or deem such Holders to be underwriters with respect to Registrable Securities they seek to include in such Registration Statement.


 


“Effective
Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective
by the Commission.


 


“Effectiveness
Date” means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the
earlier of: (i) the 150th day following the Final Closing Date and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject
to further review and comments; (b) with respect to any additional Registration Statements required to be filed pursuant to Section
2(a), the earlier of: (i) the 120th day following the applicable Filing Date for such additional Registration Statement(s)
and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; (c) with respect to any additional Registration Statements
required to be filed solely due to SEC Restrictions, the earlier of: (i) the 120th day following the applicable Restriction
Termination Date and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such
Registration Statement will not be reviewed or is no longer subject to further review and comments; (d) with respect to a Registration
Statement required to be filed under Section 2(c), the earlier of: (i) the 120th day following the date on which the
Company becomes eligible to utilize Form S-3 to register the resale of Common Stock, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer
subject to further review and comments.


 




    	 	 	 



    	 		 



    

 


“Effectiveness
Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing
on the Effective Date of such Registration Statement and ending on (a) the date that all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, or (b) such
time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without restriction
pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Company’s transfer agent and the affected Holders.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the
30th day following the Final Closing Date; (b) with respect to any additional Registration Statements required to be
filed pursuant to Section 2(a), the 30th day following the Effective Date for the last Registration Statement filed
pursuant to this Agreement under Section 2(a); (c) with respect to any additional Registration Statements required to be filed
due to SEC Restrictions, the 30th day following the applicable Restriction Termination Date; and (d) with respect to
a Registration Statement required to be filed under Section 2(c), the 30th day following the date on which the Company
becomes eligible to utilize Form S-3 to register the resale of Common Stock.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities
and, if other than an Investor, a Person to whom the rights hereunder have been properly assigned pursuant to Section 7 hereof.


 


“Investment
Amount” means, with respect to each Investor, the Investment Amount indicated on such Investor’s signature page
to this Agreement, which is also reflected on the Schedule of Investors attached hereto as Schedule A.


 




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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


“Registrable
Securities” means: (i) the Shares sold to the Investors under the Purchase Agreement and (ii) any securities issued
or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as
a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in (i)
above. Notwithstanding the foregoing, a security shall cease to be a Registrable Security for purposes of this Agreement from
and after such time as the Holder of such security may resell such security without restriction under Rule 144, as determined
by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s
transfer agent and the affected Holders.


 


“Registration
Statement” means the initial registration statement required to be filed in accordance with Section 2(a) and any additional
registration statements required to be filed under this Agreement, including in each case the Prospectus, amendments and supplements
to such registration statements or Prospectus, including pre- and post- effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference therein.


 


“Required
Holders” means the Holders of at least a majority of the Registrable Securities.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Selling
Holder Questionnaire” means the selling security holder notice and questionnaire attached as Annex B hereto.


 




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“Trading
Market” means any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market,
the NASDAQ Capital Market, the OTCBB, the OTCQB, the OTCQX or any other market on which the Common Stock is listed or quoted for
trading on the date in question.


 


2.
Registration.


 


(a)
On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering
the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall
be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization
of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan
of Distribution” attached hereto as Annex A. The Company shall cause each Registration Statement required to be filed
under this Agreement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its
Effectiveness Date, and shall use its commercially reasonable efforts to keep each such Registration Statement continuously effective
during its entire Effectiveness Period. By 5:00 p.m. (Eastern time) on the Business Day immediately following the Effective Date
of each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act
the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is
technically required under such Rule). If for any reason other than due solely to SEC Restrictions (as defined below), a Registration
Statement is effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company
shall prepare and file by the applicable Filing Date an additional Registration Statement to register the resale of all such unregistered
Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.


 


(b)
Notwithstanding anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following
discussions with and responses to the Commission (it being understood that the Company will permit the Holders and counsel to
the Holders to review and comment on such responses and any related amendments to the Registration Statement and incorporate any
and all reasonable comments of the Holders and counsel to the Holders relating thereto) in which the Company uses its commercially
reasonable efforts to cause as many Registrable Securities for as many Holders as possible to be included in the Registration
Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter unless such Holder consents in writing
to such characterization (and in such regard uses its commercially reasonable efforts to cause the Commission to permit any Holder
or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely
conveys relevant information concerning such issue with the Holders or their counsel) (the day that such discussions and responses
are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the inclusion of
all Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders
(i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii)
agree to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission
may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no
event may the Company characterize any Holder as an underwriter unless such Holder consents in writing to such characterization
(collectively, the “SEC Restrictions”). Unless the SEC Restrictions otherwise require, any cut-back imposed
pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the Holders on a pro rata basis. The required
Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration
of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by
the Holders thereof without restrictions pursuant to Rule 144 (such date, the “Restriction Termination Date”).
From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares
(which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities
cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will
be required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time
frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities.
For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall
be excluded in calculating the applicable Effectiveness Date.


 




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(c)
Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable
Securities for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective
amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by
the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter,
but in any event by the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant
to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization
of any Holder as an underwriter, which shall not occur unless such Holder consents in writing to such characterization) the “Plan
of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to keep such
Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (Eastern
time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with
the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant
to such Registration Statement (whether or not such filing is technically required under such Rule).


 


(d)
Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B
(a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities
of a Holder in a Registration Statement) to any Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire
at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a)).


 




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3.
Registration Procedures. In connection with the Company’s registration obligations hereunder:


 


(a)
The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder in its Selling Holder Questionnaire (as
amended or supplemented). The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements
thereto in which it (i) characterizes any Holder as an underwriter, unless such Holder consents in writing to such characterization,
(ii) excludes a particular Holder due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable
Securities being registered on behalf of a Holder except pursuant to, in the case of subsection (iii), the Commission Comments,
without, in each case, such Holder’s express written authorization, unless such reduction is made pursuant to Section 2(b)
hereof. The Company shall also ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which
they were made) not misleading.


 


(b)
The Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented
or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the
Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide
the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement
that would not result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv)
comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration
Statement(s) and the disposition of all Registrable Securities covered by each Registration Statement.


 


(c)
The Company shall notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three
Trading Days prior to such filing and, in the case of (v) below, not less than three Trading Days prior to the financial statements
in any Registration Statement becoming ineligible for inclusion therein) and (if requested by any such Person) confirm such notice
in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will
be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration
Statement (the Company shall provide true and complete copies thereof and all written responses thereto that pertain to the Holders
as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material
and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission
of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time
that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made
in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that,
in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 




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(d)
The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Holders of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


(e)
The Company shall provide to the Holders and their counsel with drafts of each Registration Statement and each amendment thereto
within a reasonable time in advance of the filing of the same with the Commission such that the Holders and their counsel may
review and comment on each such Registration Statement and each amendment thereto and the Company shall incorporate all reasonable
comments received from the Holders and their counsel with respect to such drafts prior to filing the same with the Commission.
The Company shall furnish to the Holders, without charge and at the option of the Company in electronic format, at least one conformed
copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by the Holders (including
those previously furnished) promptly after the filing of such documents with the Commission.


 


(f)
The Company shall promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including
each form of prospectus) and each amendment or supplement thereto as the Holders may reasonably request. The Company hereby consents
to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 


(g)
Prior to any public offering of Registrable Securities, the Company shall register or qualify such Registrable Securities for
offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States as any Holder may request,
to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any
and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities
covered by the Registration Statements; provided, however, in connection with any such registration or qualification,
the Company shall not be required to (i) qualify to do business in any jurisdiction where the Company would not otherwise be required
to qualify, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process
in any jurisdiction, or (iv) make any change to the Company’s articles of incorporation or bylaws.


 




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(h)
The Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement(s), which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request.


 


(i)
Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, the Company shall prepare
a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.


 


(j)
The Company shall notify the Holders in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission. The Company shall also promptly notify the Holders in writing when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective
amendment has become effective.


 


(k)
If any Holder is required under applicable securities laws to be described in the Registration Statement as an underwriter, at
the reasonable request of such Holder, the Company shall furnish to such Holder, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as a Holder may reasonably request: (i) a letter, dated such date, from
the Company’s independent certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to the Holders, and (ii) an opinion, dated as
of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance reasonably
acceptable to such counsel and as is customarily given in an underwritten public offering, addressed to the Holders.


 




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(l)
The Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless:
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


 


(m)
The Company shall use its commercially reasonable efforts to cause all of the Registrable Securities covered by a Registration
Statement to be listed on each national securities exchange on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(m).


 


(n)
The Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend to the extent permitted by the Purchase
Agreement) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates
to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names
as the Holders may request.


 


(o)
If requested by a Holder, the Company shall as soon as practicable: (i) incorporate in a prospectus supplement or post-effective
amendment such information as a Holder reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by a Holder holding any Registrable Securities.


 


4.
Registration Expenses.


 


(a)
All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
or quoted for trading, (B) with respect to filings with FINRA by any underwriter’s counsel for compensation review pursuant
to FINRA Rule 5110, and (C) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing
of prospectuses is reasonably requested by a Holder), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by
this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred
in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions incurred by any Holder.


 




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5.
Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs
of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out
of or relating to (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or in any blue sky application
or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company
filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws
thereof (any such application, document or information herein called a “Blue Sky Application”), or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or
to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement,
such Prospectus or such form of Prospectus, or such Blue Sky Application or in any amendment or supplement thereto, (ii) any violation
by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents
and relating to action or inaction required of the Company in connection with such registration; or (iii) any failure to register
or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents
has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor’s
behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability
or action. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this Agreement.


 




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(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon
any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or
in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, such
untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by
such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for
use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. In no
event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent
that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further
review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party);
provided, that, the Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties
and such legal counsel shall be selected by the Required Holders. The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


 




    	 	 11	 



    	 		 



    

 


All
fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating
or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party,
as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately
determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party
may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification hereunder).


 


(d)
Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason
of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,
or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available
to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (i) no Person involved in the
sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (ii) no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.


 




    	 	 12	 



    	 		 



    

 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


6.
Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 or any other similar
rule or regulation of the SEC that may at any time permit the Holders to sell Registrable Securities of the Company to the public
without registration, the Company agrees, for so long as Registrable Securities are outstanding and held by the Holders, to:


 


(a)
make and keep public information available, as those terms are understood, defined and required in Rule 144;


 


(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and


 


(c)
furnish to each Holder so long as such Holder owns Registrable Securities, promptly upon request, such information as may be reasonably
and customarily requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.


 


7.
Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to
any permitted transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in
writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within
five (5) Business Days after such assignment; (ii) the Company is, within five (5) Business Days after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect
to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is restricted under the Securities Act or applicable state
securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement.


 




    	 	 13	 



    	 		 



    

 


8.
Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company
and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would be adequate.


 


(b)
No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and
the Company shall not during the Effectiveness Period enter into any agreement providing any such right to any of its security
holders.


 


(c)
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


(d)
Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a
notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional
or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
The Company may provide appropriate stop orders to enforce the provisions of this paragraph.


 


(e)
Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination
and, if within fifteen calendar days after receipt of such notice, any such Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable Securities such holder requests to be registered, subject
to customary underwriter cutbacks applicable to all holders of registration rights.


 




    	 	 14	 



    	 		 



    

 


(f)
Amendments and Waivers. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required
Holders. Any amendment or waiver effected in accordance with this Section 8(f) shall be binding upon each Investor and the Company.
No such amendment shall be effective to the extent that it applies to less than all of the Holders. No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities
to which such waiver or consent relates.


 


(g)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered if delivered in accordance with Section 6.3 of the Purchase
Agreement.


 


(h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder
without the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and to
the Persons as permitted under the Purchase Agreement.


 


(i)
Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that
any signature is delivered by facsimile or email transmission, such signature shall create a valid binding obligation of the party
executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or email
signature were the original thereof.


 


(j)
Mediation; Arbitration; Governing Law. In the event of a dispute between any of the Parties arising under or relating in
any way whatsoever to this Agreement, the disputing Parties shall attempt to resolve it through good faith negotiation. If the
dispute is not resolved through such negotiation, then the disputing Parties shall attempt to resolve it through mediation in
the State of Pennsylvania, with a neutral, third-party mediator mutually agreed upon by the disputing Parties. Unless otherwise
agreed by the disputing Parties, the costs of mediation shall be shared equally. If the dispute is not resolved through mediation,
then upon written demand by one of the disputing Parties it shall be referred to a mutually agreeable arbitrator. The arbitration
process shall be conducted in accordance with the laws of the United States of America and the Commonwealth of Pennsylvania, except
as modified herein. Venue for the arbitration hearing shall be the State of Pennsylvania. All remedies, legal and equitable, available
in court shall also be available in arbitration. The arbitrator’s decision shall be final and binding, and judgment may
be entered thereon in a court of competent jurisdiction. This Agreement shall be interpreted and enforced in accordance with the
laws of the United States of America and the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof.
In any dispute arising out of or relating in way whatsoever to this Agreement, including arbitration, the substantially prevailing
Party shall be entitled to recover its costs and attorney fees from the other disputing Parties.


 




    	 	 15	 



    	 		 



    

 


(k)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(l)
Entire Agreement. This Agreement, the other Transaction Documents (as defined in the Purchase Agreement) and the instruments
referenced herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
and therein. This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior
agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


(m)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such
that may be hereafter declared invalid, illegal, void or unenforceable.


 


(n)
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


(o)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several
and not joint with the obligations of each other Holder, and no Holder shall be responsible in any way for the performance of
the obligations of any other Holder under this Agreement. Nothing contained herein or in any Transaction Document, and no action
taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Agreement or any other Transaction Document. Each Holder acknowledges
that no other Holder will be acting as agent of such Holder in enforcing its rights under this Agreement. Each Holder shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any Proceeding for such purpose. The
Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of
closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.


 


[Signature
Page Follows]


 




    	 	 16	 



    	 		 



    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	ICTV
    BRANDS INC.
	 	 	 
	 	By:	/s/
    Richard Ransom
	 	Name:
    	Richard
    Ransom
	 	Title:	President
	 	 	 
	 	INVESTORS:
	 	 	 
	 	The
    Investors executing the Signature Page in the form attached hereto as Annex C and delivering the same to the Company
    or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof. 


 




    	 	 	 



    	 		 



    

 


Annex
C


 


Registration
Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Registration Rights Agreement (the “Agreement”), between the
undersigned, ICTV Brands Inc. a Nevada corporation (the “Company”), and the other parties thereto, in or substantially
in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase
such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights
and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.


 


IN
WITNESS WHEREOF, the undersigned has executed the Agreement as of January 23, 2017.


 


	 	Name
    of Investor:
	 	 	 
	 	LeoGroup
    Private Debt Facility, L.P.
	 	 	 
	 	If
    a partnership, corporation, trust or other business entity:
	 	 	 
	 	By:	/s/
    Matthew J. Allain
	 	Name:
    	Matthew
    J. Allain
	 	Title:	Manager
	 	 	 
	 	If
    an individual:


 


	 		              
	 	 	 
	 	ADDRESS
    FOR NOTICE:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Tel:	 
	 	Fax:	 
	 	 	 
	 	DELIVERY
    INSTRUCTIONS:
	 	(if
    different from above)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Tel:	 


 




    	 	 	 



    	 		 



    

 


Annex
C


 


Registration
Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Registration Rights Agreement (the “Agreement”), between the
undersigned, ICTV Brands Inc. a Nevada corporation (the “Company”), and the other parties thereto, in or substantially
in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase
such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights
and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.


 


IN
WITNESS WHEREOF, the undersigned has executed the Agreement as of January 23, 2017.


 


	 	Name
    of Investor:
	 	 	             
	 	Sandra
    F. Pessin
	 	 	 
	 	If
    a partnership, corporation, trust or other business entity:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	If
    an individual:
	 	 	 
	 	/s/
    Sandra F. Pessin
	 	 	 
	 	ADDRESS
    FOR NOTICE:


 


	 	           	 
	 		
	 	 	 
	 	Tel:	 
	 	Fax:	 


 


	 	DELIVERY
    INSTRUCTIONS:
	 	(if
    different from above)
	 	 	            
	 	 	 
	 	 	 
	 	 	 
	 	Tel:	 


 




    	 	 	 



    	 		 



    

 


Annex
C


 


Registration
Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Registration Rights Agreement (the “Agreement”), between the
undersigned, ICTV Brands Inc. a Nevada corporation (the “Company”), and the other parties thereto, in or substantially
in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase
such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights
and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.


 


IN
WITNESS WHEREOF, the undersigned has executed the Agreement as of January 23, 2017.


 


	 	Name
    of Investor:
	 	 
	 	Brian
    L. Pessin
	 	 
	 	If
    a partnership, corporation, trust or other business entity:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	            
	 	If
    an individual:
	 	 	 
	 	/s/
    Brian L. Pessin
	 	 	 
	 	ADDRESS
    FOR NOTICE:


 


	 	 	 
	 	           	 
	 	 	 
	 	Tel:	 
	 	Fax:	 


 


	 	DELIVERY
    INSTRUCTIONS:
	 	(if
    different from above) 
	 	 	            
	 	 	 
	 	 	 
	 	Tel:	 


 




    	 	 	 



    	 		 



    

 


Annex
A


 


Plan
of Distribution


 


The
Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded
or quoted or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one
or more of the following methods when selling shares:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits Investors;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	through
    the writing of options on the shares;
	 	 	 
	 	●	to
    cover short sales made after the date that this Registration Statement is declared effective by the Commission; 
	 	 	 
	 	●	broker-dealers
    may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; 
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted by applicable law.


 


The
selling stockholders may also sell shares under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept
any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.


 


The
selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter.
The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any
such agreement will be entered into.


 


The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 




    	 	 	 



    	 		 



    

 


The
selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares
directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such
broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or
the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both in amounts to
be negotiated. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk.
It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or
other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the
shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers,
dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters”
as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such event,
any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.


 


In
connection with the sale of our common stock, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The
selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable
provisions of the Exchange Act, and the rules and regulations under such act, including, without limitation, Regulation M. These
provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling
stockholders or any other such person. In the event that any of the selling stockholders are deemed an affiliated purchaser or
distribution participant within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in
short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of
time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale
is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our common
stock. All of these limitations may affect the marketability of the shares.


 




    	 	 	 



    	 		 



    

 


If
a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock,
then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement
to describe the agreements between the selling stockholder and the broker-dealer.


 


The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.


 


We
are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel
to the selling stockholders, but excluding brokerage commissions or underwriter discounts.


 


We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.


 


In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 




    	 	 	 



    	 		 



    

 


Annex
B


 


ICTV
BRANDS INC. 


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Common Stock”) of ICTV Brands Inc., a Nevada corporation
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities,
in accordance with the terms of the Registration Rights Agreement, among the Company and the Investors named therein (the “Registration
Rights Agreement”). A copy of the Registration Rights Agreement is available from the Company upon request at the address
set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full
    Legal Name of Selling Securityholder
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full
    Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below
    are held:
	 	 	 
	 	 	 
	 	 	 
	 	(c)	Full
    Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
    to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	 


 


	2.	Address
    for Notices to Selling Securityholder:


 


	_______________________________________________________________________________________________
	_______________________________________________________________________________________________
	_______________________________________________________________________________________________
	Telephone:______________________________________________________________________________________
	Fax:____________________________________________________________________________________________
	Contact
    Person:___________________________________________________________________________________


 




    	 	 	 



    	 		 



    

 


	3.	Beneficial
    Ownership of Registrable Securities:


 


Type
and Principal Amount of Registrable Securities beneficially owned:


 


	 	 
	 	 
	 	 


 


	4.	Broker-Dealer
    Status:


 


	 	(a)	Are
    you a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]           No [  ]
	 	 	 
	 	Note:	If
    yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(b)	Are
    you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]           No [  ]
	 	 	 
	 	(c)	If
    you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course
    of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
    directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes
    [  ]           No [  ]
	 	 	 
	 	Note:	If
    no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	5.	Beneficial
    Ownership of Other Securities of the Company Owned by the Selling Securityholder.
	 	 
	 	Except
    as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company
    other than the Registrable Securities listed above in Item 3.


 


	 	Type
    and Amount of Other Securities beneficially owned by the Selling Securityholder:
	 	 
	 	 
	 	 
	 	 


 




    	 	 	 



    	 		 



    

 


	6.	Relationships
    with the Company:
	 	 
	 	Except
    as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
    of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
    with the Company (or its predecessors or affiliates) during the past three years.
	 	 
	 	State
    any exceptions here:


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


7.
The Company has advised each Selling Stockholder that it is the view of the Commission that it may not use shares registered
on the Registration Statement to cover short sales of Common Stock made prior to the date on which the Registration Statement
is declared effective by the Commission, in accordance with 1997 Securities and Exchange Commission Manual of Publicly Available
Telephone Interpretations Section A.65. If a Selling Stockholder uses the prospectus for any sale of the Common Stock, it will
be subject to the prospectus delivery requirements of the Securities Act. The Selling Stockholders will be responsible to comply
with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including,
without limitation, Regulation M, as applicable to such Selling Stockholders in connection with resales of their respective shares
under the Registration Statement.


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof and prior to the Effective Date for the Registration Statement.


 


Certain
legal consequences arise from being named as a Selling Securityholder in the Registration Statement and related prospectus. Accordingly,
the undersigned is advised to consult their own securities law counsel regarding the consequence of being named or not being named
as a Selling Securityholder in the Registration Statement and the related prospectus.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus. The undersigned hereby elects to include the Registrable Securities owned by it and listed above in
Item 3 (unless otherwise specified in Item 3) in the Registration Statement.


 




    	 	 	 



    	 		 



    

 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Dated:
    	 	 	Beneficial
    Owner: ___________________________
	 	 	 	 	 
	 	 	 	By:	                                               
	 	 	 	Name:	 
	 	 	 	Title:	 


 


PLEASE
EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


	 	BEVILACQUA
    PLLC
	 	1629
    K Street, NW, Suite 300
	 	Washington,
    DC 20006
	 	Attention:
    Andrea Schroepfer
	 	Email:
    andrea@bevilacquapllc.com


 




    	 	 	 



    	 		 



    

 


Annex
C


 


Registration
Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Registration Rights Agreement (the “Agreement”), between the
undersigned, ICTV Brands Inc. a Nevada corporation (the “Company”), and the other parties thereto, in or substantially
in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase
such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights
and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.


 


IN
WITNESS WHEREOF, the undersigned has executed the Agreement as of ________________, 2017.


 


	 	Name
    of Investor:
	 	 
	 	
	 	 
	 	If
    a partnership, corporation, trust or other business entity:
	 	 	 
	 	By:	 
	 	Name:	             
	 	Title:	 
	 	 	 
	 	If
    an individual:
	 	 	 
	 	 	 
	 	 	 
	 	ADDRESS
    FOR NOTICE:


 


	 	 	 
	 	           	 
	 	 	 
	 	Tel:	 
	 	Fax:	 


 


	 	DELIVERY
    INSTRUCTIONS:
	 	(if
    different from above)
	 	 
	 	 	             
	 	 	 
	 	 	 
	 	Tel:	 


 




    	 	 	 



    	 		 



    

 


Schedule
A


 


SCHEDULE
OF INVESTORS


 


	Name	 	Investment
    Amount	 	 	Number
    of Shares	 
	LeoGroup Private Debt Facility,
    L.P.	 	$	1,500,000.00	 	 	 	4,411,765	 
	Sandra F. Pessin	 	$	1,200,000.00	 	 	 	3,529,412	 
	Brian L. Pessin	 	$	300,000.00	 	 	 	882,353	 
	TOTALS	 	$	3,000,000.00	 	 	 	8,823,530