AMENDMENT
NO. 1 


TO
THE 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of February 28, 2017 by
and among ICTV Brands Inc., a Nevada corporation (the “Company”)
and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively,
the “Purchasers”).


 


RECITALS


 


WHEREAS,
the Company and the Investors, including the Purchasers, have previously entered into that certain Registration Rights Agreement,
dated January 23, 2017 (the “Registration Rights Agreement”);


 


WHEREAS,
the Company and the Purchasers desire to amend the Registration Rights Agreement to extend the Filing Date of the initial Registration
Statement (as defined in the Registration Rights Agreement);


 


WHEREAS,
pursuant to Section 8(f) of the Registration Rights Agreement, the Registration Rights Agreement may be amended only with the
written consent of (i) the Company and (ii) the Holders of at least a majority in interest of the Registrable Securities; and


 


WHEREAS,
the undersigned Purchasers constitute the Holders of a majority of the Registrable Securities held by all Holders under the Registration
Rights Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree to the following:


 


1.
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Registration
Rights Agreement, as applicable.


 


2.
Amendments. The definition of “Filing Date” shall be amended and restated in its entirety to read as follows:


 


““Filing
Date” means (a) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), April
14, 2017, (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.”


 



    	 	 	 



    	 	 	 



    




 


3.
Effect of Amendment. Except as amended as set forth above, the Registration Rights Agreement shall continue in full force
and effect.


 


4.
Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which,
taken together, shall be deemed one and the same document.


 


5.
Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the United States of America
and the Commonwealth of Pennsylvania, without regard to conflict of law principles thereof.


 


[Remainder
of Page Intentionally Left Blank]


 




    	 	 	 



    	 		 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Registration Rights Agreement as of the date first
written above.


 


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

         



 




    	 	 	 



    	 		 



    

 


Annex
A


 


Amendment
No. 1 to the Registration Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “Amendment”),
between the undersigned, ICTV Brands Inc., a Nevada corporation (the “Company”), and the other Purchasers thereto,
in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.


 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.


 


	 	Name
    of Purchaser:
	 	 
	 	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:
	 	 
	 	 


 




    	 	 	 



    	 		 



    

 


Annex
A


 


Amendment
No. 1 to the Registration Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “Amendment”),
between the undersigned, ICTV Brands Inc., a Nevada corporation (the “Company”), and the other Purchasers thereto,
in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.


 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.


 


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


 




    	 	 	 



    	 		 



    

 


Annex
A


 


Amendment
No. 1 to the Registration Rights Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to enter into this Amendment No. 1 to the Registration Rights Agreement (the “Amendment”),
between the undersigned, ICTV Brands Inc., a Nevada corporation (the “Company”), and the other Purchasers thereto,
in or substantially in the form furnished to the undersigned, hereby agrees to join the Amendment as a party thereto.


 


IN
WITNESS WHEREOF, the undersigned has executed this Amendment as of February 28, 2017.


 


	 	Name
    of Purchaser:
	 	 
	 	DG
    Value Partners II Master Fund, LP
	 	 
	 	If
    a partnership, corporation, trust or other business entity:
	 	 	 
	 	By:
    	/s/ Dov
    Gertzulin
	 	Name:
    	Dov
    Gertzulin
	 	Title:
    	Managing
    Member
	 	 	 
	 	If
    an individual: