Exhibit
10.5


 


FIRST
AMENDMENT TO





TRANSITION
SERVICES AGREEMENT


 


This
First Amendment to Transition Services Agreement (the
“First Amendment”) is made and entered into as of January 23, 2017, by and ICTV Holdings, Inc., a Nevada
corporation (the “Purchaser”), PhotoMedex, Inc., a Nevada corporation (“PHMD”), Radiancy,
Inc., a Delaware corporation (“Radiancy”), PhotoTherapeutics Ltd., a private limited company limited
by shares, incorporated under the laws of England and Wales (“PHMD UK”), and Radiancy (Israel) Limited,
a private corporation incorporated under the laws of the State of Israel (“Radiancy Israel” and, together with
PHMD, Radiancy, and PHMD UK, the “Sellers” and each, a “Seller”).


 


Recitals


 


A.
The Purchaser and the Sellers have entered into that certain Transition Services Agreement, dated October 4, 2016 (the
“TSA”). Capitalized terms used herein without definition shall have the meanings given to them in the
TSA.


 


B. Section
14 of the TSA states that the provisions of the TSA may be amended if such amendment is in writing and signed by the
Purchaser and the Sellers. 


 


C.
As evidenced by their signature to this First Amendment, the Purchaser and the Sellers desire to amend the TSA 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. Amendments.


 


(a)
All references to “Effective Date” set forth in Sections 6(a), 6(b), and in Exhibit A to the TSA are hereby
amended to read “Closing Date.”


 


(b)
The fifth recital shall be amended in its entirety to read as follows:


 


“WHEREAS,
pursuant to that certain lease agreement dated as of September 7, 2008, by and between the landlord named therein (the “Israel
Landlord”) and Radiancy Israel (the “Israel Lease”), a copy of which is attached hereto as Exhibit
D, Radiancy Israel leases from the UK Landlord certain offices located in 5 Hanagar Street, 45240 Hod Hasharon Israel (the
“Israel Offices” and together with the NY Offices and the UK Offices, the “Premises”), on
the terms and subject to the conditions set forth therein;”


 




    	 



    	 



    




 


2. Effect
of Amendment. Except as amended by this First Amendment, the TSA shall remain in full force and effect. In addition, if
there are any inconsistencies between the TSA 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 Transition Services Agreement as of the date first written above.


 


	 	PURCHASER:
	 	 	 
	 	ICTV
    Holdings, INC.
	 	 	 
	 	By:	/s/
    Richard     Ransom
	 	Name:	Richard
Ransom
	 	Title:	President


 


	 	SELLERS:
	 	 	 
	 	PhotoMedex,
    Inc.
	 	 	 
	 	By:	/s/
    Dennis McGrath
	 	Name:	Dennis
    McGrath 
	 	Title:
    	President


 


	 	RADIANCY,
    Inc.
	 	 	 
	 	By:	/s/
    Dennis McGrath
	 	Name:
    	Dennis
    McGrath
	 	Title:
    	President


 


	 	PHOTOTHERAPEUTICS
    LTD.
	 	 	 
	 	By:	/s/
    Yoav Ben-Dror                        
	 	Name:	Yoav
    Ben-Dror
	 	Title:
    	Director


 


	 	RADIANCY
    (ISRAEL) LIMITED
	 	 	 
	 	By:	/s/
    Yoav Ben-Dror
	 	Name:	Yoav
    Ben-Dror
	 	Title:
    	Director