ASSET
PURCHASE AGREEMENT


 


ASSET
PURCHASE AGREEMENT, dated October 4, 2016 (this “Agreement”), by and among ICTV
Brands Inc., a Nevada corporation (the “Parent”), Ermis
Labs, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (the “Buyer”), LeoGroup
Private Debt Facility, L.P., a Delaware limited partnership (the
“Shareholder”) and Ermis Labs, Inc., a New Jersey corporation
(the “Seller”).


 


RECITALS


 


A.The
Seller is a medicated skin care company that provides over-the-counter medicated skin care products (the “Products”)
that are safe, effective, well tolerated and affordable with a focus on high-quality ingredients partnered with professional counsel
from dermatologists, plastic surgeons and pharmacists resulting in medicated skin care products with the effectiveness of topical
prescription products but the value and convenience of over-the-counter products (the “Business”).


 


B.The
Buyer desires to purchase substantially all of the assets (and assume certain of the liabilities) of the Business in return for
the Parent Shares (as defined below) and the Royalty (as defined below) on the terms set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


article
1


 


SALE
OF ASSETS AND ASSUMPTION OF LIABLILITIES


 


1.1Sale
of Assets.


 


(a)Purchased
Assets.


 


(i)At
the Closing (as defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and purchase
all of Seller’s right, title and interest in and to all of the Seller’s assets, properties and rights existing at
the close of business on the day of the Closing, including, without limitation, the assets, properties and rights of the Seller
described in Section 1.1(b) of this Agreement and/or reflected in the Schedule of Purchased Assets attached hereto and
labeled Schedule 1.1(a), together with all assets, properties and rights acquired by Seller of a similar nature since the
date of such Schedule, less such assets, properties and rights as may have been disposed of since said date in the ordinary course
of business (the “Purchased Assets”).


 


(ii)The
Purchased Assets include, without limitation, all right, title, and interest in and to all of the assets of the Seller, including
all of its (a) tangible personal property (such as machinery, equipment, inventories and supplies, furniture, tools, and other
mobile equipment), (b) intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with
respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein
under the laws of all jurisdictions, (c) leases, subleases, and rights thereunder with respect to both real and personal property,
(d) inventory, (e) accounts, notes and other receivables, (f) purchase orders, agreements, contracts, instruments, other similar
arrangements, and rights thereunder, (g) securities (other than the Parent Shares), (h) claims, deposits, rebates, discounts earned,
prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, (i)
franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments
and governmental agencies to the extent such items can be transferred, assigned, conveyed and/or delivered, (j) books, records,
ledgers, files, documents, correspondence, lists, catalogs, advertising and promotional materials, studies, reports, customer
lists, and other printed or written material, provided, however, that the Purchased Assets shall not include the Excluded Assets.


 




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(b)Excluded
Assets. The foregoing notwithstanding, Buyer shall not purchase, and Seller shall not be deemed to sell, the cash and cash
equivalents of the Seller and those other assets which are listed in the Schedule of Excluded Assets attached hereto and
labeled Schedule 1.1(b).


 


1.2Assumption
of Liabilities.


 


(a)Assumed
Liabilities. As of the Closing Date (as defined below), Buyer shall undertake, assume, and agree to perform, and otherwise
pay, satisfy and discharge as of the Closing the liability upon only those contracts or agreements, if any, designated by Buyer
and listed in Schedule 1.2(a) (the “Assumed Liabilities”).


 


(b)Excluded
Liabilities. Buyer shall not assume, nor does Buyer agree to pay, any debts, liabilities or obligations not specifically listed
in Schedule 1.2(a) hereof, including (i) any liability of the Seller for income, transfer, sales, use, and all other taxes
arising in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because
the Seller is transferring the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise,
(ii) any liability of the Seller for taxes, including taxes of any person other than the Seller, (iii) any liability of Seller
with respect to any indebtedness for borrowed money, (iv) any liability of Seller arising out of any threatened or pending litigation
or other claim, (v) any liability, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation
benefits, pension benefits, salaries, wages, bonuses, incentive compensation, sick leave, severance or termination pay, vacation
and other forms of compensation or any other form of employee benefit plan (including the health benefits payable reflected on
the Seller’s balance sheet), agreement (including employment agreements), arrangement or commitment payable to or for the
benefit of any current or former officers, directors and other employees and independent contractors of Seller, (vi) any liabilities
of any Seller to the Shareholder or any affiliates or current or former stockholders, members or other equity owners of any Seller,
(vii) any liability for costs and expenses of the Seller in connection with this Agreement or any transactions contemplated hereby,
and (viii) any environmental liability (the “Excluded Liabilities”). All Excluded Liabilities shall be the
responsibility of Seller, and Seller and the Shareholder agree to indemnify and hold the Parent and the Buyer harmless against
any Excluded Liabilities, debts, obligations, claims or damages therefrom, costs and expenses.


 


1.3Closing.
The closing of the purchase and sale of the Purchased Assets (the “Closing”) will take place on or before the
120th day following the date of this Agreement (the “Closing Date”), through the exchange and delivery
of executed documents by electronic mail or otherwise, unless another date or a place is agreed to in writing by the parties hereto.


 


1.4Purchase
Price.


 


(a)Determination
of Purchase Price. For purposes hereof, the Purchase Price shall be equal to Two Million, One Hundred Fifty Thousand Dollars
($2,150,000).


 




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(b)Payment
of Purchase Price. The Purchase Price shall be payable at the Closing by the Buyer and the Parent as follows:


 


(i)The
Parent shall irrevocably instruct its transfer agent to issue to the Shareholders of the Seller as defined in Schedule 1.4(b)
Two Million, Five Hundred Thousand (2,500,000) shares of the Parent’s Common Stock (the “Parent Shares”),
which, based on the closing price of the Parent Shares on the OTCQX on the date hereof of $0.16 per share, have a value of Four
Hundred Thousand Dollars ($400,000); and


 


(ii)The
Buyer shall pay to the Seller a continuing royalty (the “Royalty”) of Five Percent (5%) of net cash (invoiced
amount less sales refunds, returns, rebates, allowances and similar items) actually received by the Buyer or its affiliates from
sales of the Products commencing with net cash actually received by the Buyer or its affiliates from and after the Closing Date
and continuing until the total royalty paid to the Seller totals One Million, Seven Hundred Fifty Thousand Dollars ($1,750,000),
provided, however, that the Buyer shall pay a minimum annual Royalty amount of One Hundred Seventy Five Thousand Dollars ($175,000)
on or before December 31 of each year commencing with calendar year ending December 31, 2017. The Buyer shall make royalty payments
under this Section 1.4(b)(ii) to the Seller on a monthly basis in arrears within thirty days of each month end. For the avoidance
of doubt, in calculating net cash actually received by the Buyer, the Buyer shall have the right to deduct all returns, rebates
and refunds of any kind whatsoever.


 


1.5Allocation
of Purchase Price. The Purchase Price shall be allocated pursuant to a schedule to be furnished to Buyers by Seller and mutually
agreed upon by the parties prior to Closing.


 


1.6Further
Cooperation. From time to time after the Closing, Seller and Shareholder at Buyer’s request and without further consideration,
agree to execute and deliver or to cause to be executed and delivered such other instruments of transfer as Buyer may reasonably
request to transfer to Buyer more effectively the right, title and interest in or to the Purchased Assets and to take or cause
to be taken such further or other action as may reasonably be necessary or appropriate in order to effectuate the transactions
contemplated by this Agreement.


 


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2


 


REPRESENTATIONS
AND WARRANTIES


 


2.1Representations
and Warranties of Seller and Shareholder. The Seller and the Shareholder jointly and severally represent and warrant to, and
agree with, the Buyer and the Parent as follows:


 


(a)Organization;
No Subsidiaries; Ownership of Seller. The Seller is a corporation duly-organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation. The Seller does not currently own or control, directly or indirectly, any interest
in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.
The Seller is not a participant in any joint venture, partnership or similar arrangement. Except for the Shareholder, no other
person owns any right, title or interest in or to any capital stock, membership interest or other equity interest or owns any
security that is exercisable or exchangeable for or convertible into any equity interest in the Seller.


 


(b)Binding
obligation. The Seller has all requisite corporate power and authority to enter into and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby. The Board of Directors of the Seller has duly-authorized the
execution and delivery of this Agreement and the other transactions contemplated hereby and, no other corporate proceedings on
the part of the Seller are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has
been duly-executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller enforceable in accordance
with its terms. The execution, delivery and performance by the Seller of this Agreement does not and will not conflict with, or
result in any violation of or default under, any provision of the Articles of Incorporation, Bylaws or other constituent instruments
of the Seller or any ordinance, rule, regulation, judgment, order, decree, agreement, instrument or license applicable to the
Seller or to any of their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration
or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or
foreign, is required by or with respect to the Seller in connection with its execution, delivery or performance of this Agreement.


 




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(c)Purchased
Assets. Except for assets disposed of in the ordinary course of business and Excluded Assets, the Purchased Assets consist
of all assets which have been used by the Seller in the Business prior to the date hereof. The Purchased Assets are sufficient
for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately
prior to the Closing.


 


(d)Title
to Personal Property; Inventory. The Seller has good and marketable title to all of the personal property included in the
Purchased Assets, in each case free and clear of all mortgages, liens, security interests, pledges, charges or encumbrances of
any nature whatsoever. All inventory, finished goods, raw materials, work in progress, supplies, and other inventories of the
Business (“Inventory”), consists of a quality and quantity usable and salable in the ordinary course of business,
except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or
for which adequate reserves have been established. All Inventory is owned by the Seller free and clear of all liens and no Inventory
is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods)
are not excessive, but are reasonable in the present circumstances of the Business.


 


(e)Real
Property. The Purchased Assets do not include any real property owned or leased by the Seller.


 


(f)Contracts.
The Seller is not a party to or bound by any lease, agreement, contract or other commitment which involves the payment or receipt
of more than $10,000 per year or that is not cancelable by the Seller on less than 60 day’s notice (collectively, the “Contracts”).
Each contract is a valid and binding obligation of the Seller and is in full force and effect. The Seller has performed all material
obligations required to be performed by it to date under the Contracts. All Contracts are in the name of the Seller, and all Contracts
included in the Assumed Liabilities will be effectively transferred to the Buyer at the time of the Closing.


 


(g)Litigation.
There are no lawsuits, claims, proceedings or investigations pending or, to the best knowledge of the Seller or the Shareholder,
threatened by or against or affecting the Seller or any of its respective properties, assets, operations or business which could
adversely affect the transactions contemplated by this Agreement or Buyer’s right to utilize the Purchased Assets.


 


(h)Absence
of Changes or Events. Since December 31, 2014, the Business of the Seller has been operated in the ordinary course and there
has not been any material adverse change in the financial condition, results of operations, business, assets or prospects of the
Seller or the value or condition of the Purchased Assets.


 


(i)Compliance
with Laws. The Seller is not in violation with respect to its operation of the Purchased Assets of any law, order, ordinance,
rule or regulation of any governmental authority, except for any violation that would not have a material adverse effect on the
Business or its prospects.


 




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(j)No
Broker’s or Finder’s Fees. No agent, broker, investment banker, person or firm acting on behalf of the Seller
is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any
of the transactions contemplated herein.


 


(k)Employee
Benefit Plans. There are no plans of the Seller in effect for pension, profit sharing, deferred compensation, severance pay,
bonuses, stock options, stock purchases, or any other form of retirement or deferred benefit, or for any health, accident or other
welfare plan, as to which the Buyer will become liable as a result of the transactions contemplated hereby.


 


(l)Environmental
Matters. There have been no private or governmental claims, citations, complaints, notices of violation or letters made, issued
to or threatened against the Seller by any governmental entity or private or other party for the impairment or diminution of,
or damage, injury or other adverse effects to, the environment or public health resulting, in whole or in part, from the ownership,
use or operation of any of the Seller’s facilities (whether owned or leased) which will be occupied or operated by Buyer
as a result of the transactions contemplated hereby (the “Property”). The Seller has duly-complied with, and,
to the best of Seller’s and Shareholder’s knowledge, the Property is in compliance with, the provisions of all federal,
state and local environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder.
The Seller has provided Buyer with true, accurate and complete copies of any written information in the possession of the Seller
which pertains to the environmental history of the Property.


 


(m)Financial
Statements. On or before the Closing, the Seller shall deliver to Buyer unaudited consolidated financial statements in a form
reasonably satisfactory to Buyer for year-to-date 2015 for which financial information is available, which financial statements
shall be prepared in conformity with generally accepted accounting principles. The Seller does not have any liabilities except
for (i) liabilities set forth on the face of the most recent balance sheet delivered to the Buyer (rather than in any notes thereto)
prior to the Closing and (ii) liabilities which have arisen after the date of such balance sheet in the ordinary course of business
consistent with past practices (none of which results from, arises out of, relates to, is in the nature of, or was caused by any
breach of contract, breach of warranty, tort, infringement, or violation of law).


 


(n)Taxes.
There are no taxes on or measured by income or gross receipts or franchise, real and personal property, employment, excise, sales
and use or other taxes of any kind properly attributable to periods up to and including the Closing for which Buyer could be held
liable which have not been or will not be paid by Seller.


 


(o)Investment.
The Seller and the Shareholder (i) understand that the Parent Shares have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and are being offered and
sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) are acquiring the
Parent Shares solely for their own accounts for investment purposes, and not with a view to the distribution thereof (except distribution
by the Seller to the Shareholder), (iii) are sophisticated investors with knowledge and experience in business and financial matters,
(iv) have received certain information concerning the Buyer and have had the opportunity to obtain additional information as desired
in order to evaluate the merits and the risks inherent in holding the Parent Shares, (v) are able to bear the economic risk and
lack of liquidity inherent in holding the Parent Shares, and (vi) are Accredited Investors, as defined in the rules and regulations
promulgated under the Securities Act.


 




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(p)Intellectual
Property.


 


(i)Schedule
2.1(p) sets forth a complete and accurate list of all Intellectual Property. “Intellectual Property” means
(i) United States and foreign patents, patent applications, continuations, continuations-in-part, divisions, reissues, patent
disclosures, inventions (whether or not patentable) and improvements thereto, (ii) United States and foreign trademarks, service
marks, logos, trade dress and trade names or other source-identifying designations or devices, (iii) United States and foreign
copyrights and design rights, whether registered or unregistered, and pending applications to register the same, (iv) Internet
domain names and registrations thereof, (v) confidential ideas, trade secrets, proprietary rights, computer software, including
source code, derivative works, moral rights, know-how, works-in-progress, concepts, methods, processes, inventions, invention
disclosures, formulae, reports, data, customer lists, mailing lists, business plans or other proprietary information, and (vi)
any and all other intellectual property rights throughout the world.


 


(ii)The
Business Intellectual Property constitutes all material Intellectual Property that is necessary for the operation of the Business
as conducted immediately prior to the Closing. The Seller Companies, or one or more of their wholly owned Subsidiaries, have good
title to, or a valid and binding license to, all of the Business Intellectual Property, free and clear of all Liens except for
Permitted Liens.


 


(iii)There
is no pending or, to the Seller’s or Shareholder’s Knowledge, threatened proceeding by any person: (i) challenging
the Seller’s rights in or to any Intellectual Property; (ii) challenging the validity, enforceability or scope of any Intellectual
Property; or (iii) asserting that any Intellectual Property infringes, misappropriates or otherwise violates, or would upon the
commercialization of any product or service under development violate, the Intellectual Property of any Person.


 


(iv)No
third person has rights to any Intellectual Property. No person is infringing, misappropriating or otherwise violating any Intellectual
Property. The Seller has taken all steps reasonably necessary to secure its interest in Intellectual Property, including obtaining
all necessary assignments from each of its employees, consultants and contractors pursuant to a written agreement containing a
present tense assignment of all Intellectual Property created by such employee, consultant or contractor. The Seller has taken
commercially reasonable steps to protect and maintain all Intellectual Property, including without limitation to preserve the
confidentiality of any trade secrets.


 


(q)FDA
and Regulatory Matters. (a) the Seller has not has received, in respect of the Business, any written notice of adverse filing,
warning letter, untitled letter or other written correspondence or written notice from the U.S. Food and Drug Administration,
or any other Governmental Entity, alleging or asserting noncompliance with the Federal Food, Drug and Cosmetic Act (21 U.S.C.
§ 301 et seq.); (b) the Seller is in compliance in all material respects with applicable health care laws, including without
limitation, the Federal Food, Drug and Cosmetic Act and the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), and
the regulations promulgated pursuant to such laws, and comparable state laws (collectively, the “Health Care Laws”);
(c) the Seller has not engaged in the Business has received written notice that any Governmental Entity has taken, is taking or
intends to take action to limit, suspend, modify or revoke any permits required by the Health Care Laws that are applicable to
the Business, which has not been resolved in such Seller Company’s favor; and (d) the Seller has not, in respect of the
Business, either voluntarily or involuntarily, initiated, conducted, issued or caused to be initiated, any recall, market withdrawal,
safety alert, post-sale warning, “dear doctor” letter, or other notice or action material to the Business relating
to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to Seller’s knowledge,
no person has initiated or conducted any such notice or action against the Seller. To Seller’s knowledge, the research,
studies and tests conducted by or on behalf of the Seller in respect of the Business have been conducted with reasonable care
and in accordance in all material respects with experimental protocols, procedures and controls adopted by the Seller pursuant
to all Health Care Laws and permits required by the Health Care Laws that are applicable to the Business or to the Seller.


 




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(r)Warranty.
The Seller is not aware of any basis for warranty claims which would result in costs materially in excess of the costs which have
been incurred by the Seller in the ordinary course of business. The books and records of the Seller reflect adequate reserves
for all potential warranty claims against the Seller.


 


2.2Representations
and Warranties of Buyer and the Parent. The Buyer and the Parent jointly and severally represent and warrant to, and agrees
with, the Seller and the Shareholder as follows:


 


(a)Organization.
Each of the Buyer and the Parent is a corporation duly incorporated and in good standing under the laws of the State of Nevada.


 


(b)Binding
Obligation. Each of the Buyer and the Parent has all requisite corporate power and authority to enter into and perform its
obligations under this Agreement. All corporate acts and other proceedings required to be taken by Buyer and the Parent to authorize
the execution, delivery and performance by Buyer and the Parent of this Agreement and the transactions contemplated hereby, have
been duly and properly taken. This Agreement has been duly-executed and delivered by Buyer and the parent and constitutes the
legal, valid and binding obligation of Buyer and Parent, enforceable against Buyer and Parent in accordance with its terms. The
execution, delivery and performance by Buyer and Parent of this Agreement does not and will not conflict with, or result in any
violation of, any provision of the Articles of Incorporation or Bylaws of Buyer or Parent, or any provision of any law, ordinance,
rule, regulation, judgment, order, decree, agreement, instrument or license applicable to Buyer or Parent or to its respective
property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative
agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to
Buyer or Parent in connection with its execution, delivery or performance of this Agreement.


 


article
3


 


INTERIM
COVENANTS


 


During
the period from the date of this Agreement and continuing until the Closing, the Seller and the Shareholder each agree (except
as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:


 


3.1Ordinary
Course. The Seller and the Shareholder shall carry on the Seller’s Business in the usual, regular and ordinary course
in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable
efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services
of its present officers and key employees and preserve its relationships with customers, suppliers and others having business
dealings with it to the end that its goodwill and ongoing business shall be unimpaired as a result of the transactions contemplated
hereby.


 


3.2Access
to Information. Seller shall afford to Buyer and to Buyer’s accountants, counsel and other representatives, reasonable
access during normal business hours during the period prior to the Closing to all its books and records, and, during such period,
Seller shall furnish promptly to Buyer all information concerning its business, properties and personnel as Buyer may reasonably
request. Buyer will hold such information in confidence until such time as such information otherwise becomes publicly available
and in the event of termination of this Agreement for any reason Buyer shall promptly return, or cause to be returned, to Seller
all nonpublic documents obtained from Seller which it would not otherwise have been entitled to obtain; and shall not, in any
manner, utilize any such information for Buyer’s benefit or in any manner harmful to Seller.


 




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3.3Exclusivity.
From the time of the execution of this Agreement until the 120th day following the date hereof, neither the Seller
nor the Shareholder, shall and each shall cause their respective employees, affiliates, directors, or representatives not to,
directly or indirectly, provide information regarding the Seller to, or initiate, negotiate, or hold any discussions or enter
into any understanding or agreement with, any party other than the Buyer with respect to any Competitive Transaction (as defined
below). To the extent such discussions or negotiations are on-going, they will be terminated. In addition, the Seller and the
Shareholder each agree to immediately communicate to the Buyer the terms of any proposal relating to a Competitive Transaction
received by any of the Seller or the Shareholder, or the employees, directors, or representatives of any of such parties. For
purposes of this Agreement, a “Competitive Transaction” is a transaction involving, directly or indirectly,
(i) the acquisition of the Seller or of all or any material portion of the assets of, or of any of the stock in, the Seller regardless
of the structure of any such acquisition, or the authorization of any advisors of the Seller to take any action for the purposes
of advancing any such acquisition with any party other than the Buyer, or (ii) the taking of any other action that is inconsistent
with the implementation of this Agreement.


 


article
4


 


ADDITIONAL
AGREEMENTS


 


4.1Expenses.
Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred by Parent, the Buyer, the
Seller or the Shareholder in connection with this Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs.


 


4.2Press
Release. None of the parties hereto shall issue a press release or other publicity announcing the sale of the Purchased Assets
or any other aspect of the transactions contemplated hereby without the prior written approval of the other party, unless such
disclosure is required by applicable law or unless such disclosure is made by the Buyer or the Parent following the Closing. The
Seller and the Shareholder acknowledge that the Parent is required by federal securities laws to disclose the material terms of
this Agreement through the filing with the SEC of a Current Report on Form 8-K and that the Parent may attach a copy of this Agreement
as an exhibit to such Current Report or as an exhibit to the Parent’s next Quarterly Report on Form 10-Q.


 


4.3
Covenant Not to Compete. For a period
of five years from and after the Closing (the “Noncompetition Period”), neither of the Seller nor the Shareholder
will engage directly or indirectly in any business that is competitive with the Business in any geographic area in which the Business
is conducted or in which the Buyer plans to conduct the Business as of the Closing Date; provided, however, that no owner of less
than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any
of its businesses. During the Noncompetition Period, neither the Seller nor the Shareholder shall induce or attempt to induce
any customer, or supplier of the Buyer or any affiliate of the Buyer to terminate its relationship with the Buyer or any affiliate
of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as
are provided to or purchased from the Business which might harm the Buyer or any affiliate of the Buyer. During the Noncompetition
Period, neither the Seller nor the Shareholder shall, on behalf of any entity other than the Buyer or an affiliate of the Buyer,
hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve
(12) months, an employee or officer of the Buyer or an affiliate of the Buyer. If the final judgment of a court of competent jurisdiction
declares that any term or provision of this Section 4.3 is invalid or unenforceable, the parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision,
to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that
is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision,
and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.


 




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article
5


 


CONDITIONS
PRECEDENT


 


5.1Conditions
to Each Party’s Obligation. The respective obligation of each party hereunder shall be subject to the satisfaction prior
to the Closing Date of the following conditions:


 


(a)Approvals.
All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed
by, any governmental entity necessary for the consummation of the transactions contemplated by this Agreement shall have been
filed, occurred or been obtained.


 


(b)Legal
Action. No action, suit or proceeding shall have been instituted or threatened before any court or governmental body seeking
to challenge or restrain the transactions contemplated hereby.


 


(c)Closing
Documents. The Parent Shares and all other documents and instruments to be delivered at the Closing shall be in form and substance
reasonably satisfactory to each of the parties.


 


(d)Closing
of PHMD Acquisition. The Parent shall have acquired or, simultaneous with the Closing shall acquire, the consumer products
assets of PhotoMedex, Inc. and its subsidiaries pursuant to that certain Asset Purchase Agreement, dated October 4, 2016, among
the Parent, ICTV Holdings, Inc., a wholly-owned subsidiary of the Parent, PhotoMedex, Inc., Radiancy, Inc., PhotoTherapeutics
Ltd. and Radiancy (Israel) Limited.


 


5.2Conditions
of Obligations of Buyer. The obligations of Buyer to effect the transactions contemplated hereby are subject to the satisfaction
of the following conditions unless waived by Buyer:


 


(a)Representations
and Warranties. The representations and warranties of the Seller and the Shareholder set forth in this Agreement shall be
true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as
of the Closing Date, and Buyer shall have received a certificate signed by the chief executive officer of Seller and Shareholder
to such effect.


 


(b)Performance
of Obligations of Seller. The Seller shall have performed all obligations required to be performed by it under this Agreement
prior to the Closing Date, and Buyer shall have received a certificate signed by the chief executive officer of each Seller to
such effect.


 


(c)Satisfactory
Completion of Due Diligence. The Buyer shall have completed its due diligence review of the Seller and the results thereof
shall be satisfactory to the Buyer in its sole discretion.


 


(d)Financial
Statements. The Buyer shall have received the consolidated financial statements of the Seller for year-to-date 2016 that have
been prepared in accordance with generally accepted accounting principles.


 


(e)No
Material Adverse Change. Since December 31, 2015, there shall have been no material adverse change in the financial condition,
results of operations, business or assets of Seller.


 


(f)Consents
and Actions. All requisite consents of any third parties to the transactions contemplated by this Agreement shall have been
obtained.


 






    	 	- 9 -	 



    	 



    

 


(g)Release
of Security Interests. Provision satisfactory to Buyer shall have been made for the release of any security interests which
encumber any of the Purchased Assets and the cost of such releases shall be borne by the Seller.


 


(h)Closing
Deliveries. The Seller shall deliver, or cause to be delivered, to Buyer at or prior to the Closing the following documents:


 


(i)Such
certificates, executed by officers of Seller, as Buyer may reasonably request.


 


(ii)Consents
executed by all necessary parties to permit Buyer to assume the Seller’s interest in any contracts acquired among the Purchased
Assets.


 


(iii)A
bill of sale and such other documents as may be required to convey all of Seller’s right, title and interest in all personal
property included in the Purchased Assets.


 


(iv)Such
other documents, instruments or certificates as shall be reasonably requested by Buyer or its counsel.


 


5.3Conditions
of Obligations of Seller. The obligations of the Seller to effect the transactions contemplated hereby are subject to the
satisfaction of the following conditions unless waived by Seller:


 


(a)Representations
and Warranties. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and the Seller
shall have received a certificate signed by the chief executive officer of the Buyer to such effect.


 


(b)Performance
of Obligations of Buyer. Buyer shall have performed all obligations required to be performed by it and this Agreement prior
to the Closing Date, and the Seller shall have received a certificate signed by the chief executive officer of Buyer to such effect.


 


(c)Consents
and Actions. All requisite consents of any third parties or governmental agencies to the transactions contemplated hereby
shall have been obtained.


 


(d)Other
Documents. The Seller shall have received such other documents, instruments or certificates as shall be reasonably requested
by the Seller or its counsel.


 


article
6


 


INDEMNIFICATION


 


6.1Survival
of Representations and Warranties. All of the representations and warranties of the Seller and the Shareholder contained in
this Agreement shall survive the Closing and continue in full force and effect for a period of twenty-four (24) months thereafter,
provided that the representations and warranties contained in Sections 2.1(b) (Binding Obligation), 2.1(d) (Title to Personal
Property), 2.1(k) (Employee Benefit Plans), 2.1(l) (Environmental Matters) and 2.1(n) (Taxes) (such representations being referred
to herein as the “Fundamental Representations”) shall continue in full force and effect for a period equal
to the applicable statute of limitations. The representations and warranties of the Buyer and the Parent shall survive the Closing
and continue in full force and effect for a period equal to the applicable statute of limitations. This Section 6.1 shall survive
so long as any representations, warranties or indemnification obligations of any party survive hereunder.


 




    	 	- 10 -	 



    	 



    


 


6.2Indemnification
Provisions for Benefit of the Buyer and the Parent.


 


(a)Subject
to Section 6.1, in the event the Seller or the Shareholder breaches any of its respective representations, warranties, and covenants
contained in this Agreement, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that the Buyer
or the Parent makes a written claim for indemnification against the Seller and the Shareholder pursuant to Section 8.6 below within
such survival period, which written claim shall, to the extent possible, specifically identify the basis for indemnification and
any relevant facts forming the basis for such claim, then the Seller and the Shareholder agree to indemnify the Buyer, the Parent
and any affiliate of the Buyer and the Parent from and against the entirety of any Adverse Consequences (as defined below) the
Buyer and the Parent or such affiliate of the Buyer and the Parent may suffer through and after the date of the claim for indemnification
(including any Adverse Consequences the Buyer and the Parent or such affiliate of the Buyer and the Parent may suffer after the
end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
For purposes of this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations,
charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs,
amounts paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and fees, including court costs
and attorneys’ fees and expenses.


 


(b)In
addition to the indemnification provided in Section 6.2(a), the Seller and the Shareholder agrees to indemnify the Buyer and the
Parent from and against the entirety of any Adverse Consequences the Buyer and the Parent and any affiliate of the Buyer and the
Parent may suffer resulting from, arising out of, relating to, in the nature of, or caused by:


 


(i)Any
Excluded Liability; and


 


(ii)Any
liability of Seller which is not an Assumed Liability and which is imposed upon the Buyer or the Parent under any bulk transfer
law of any jurisdiction or under any common law doctrine of de facto merger or successor liability so long as such liability arises
out of the ownership, use or operation of the assets of the Seller, or the operation or conduct of the Business prior to the Closing.


 


6.3Indemnification
Provisions for Benefit of the Seller and the Shareholder.


 


(a)In
the event the Buyer or the Parent breaches any of its representations, warranties, and covenants contained in this Agreement,
and, if there is an applicable survival period pursuant to Section 6.1 above, provided that any of the Seller or the Shareholder
makes a written claim for indemnification against the Buyer or the Parent pursuant to Section 8.6 below within such survival period
which written claim shall, to the extent possible, specifically identify the basis for indemnification and any relevant facts
forming the basis for such claim, then the Buyer and the Parent agree to indemnify the Seller and the Shareholder from and against
the entirety of any Adverse Consequences the Seller and the Shareholder may suffer through and after the date of the claim for
indemnification (including any Adverse Consequences the Seller and the Shareholder may suffer after the end of any applicable
survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.


 


(b)In
addition to the indemnification provided in Section 6.3(a), the Buyer and the Parent agree to indemnify the Seller and the Shareholder
from and against the entirety of any Adverse Consequences any Seller or the Shareholder may suffer resulting from, arising out
of, relating to, in the nature of, or caused by:


 


(i)Any
Assumed Liability; or


 


(ii)Any
liability (other than any Excluded Liability) asserted by a third party against any of the Seller or the Shareholder which arises
out of the ownership of the Purchased Assets after the Closing or the operation by the Buyer or the Parent of the business conducted
with the Purchased Assets after the Closing Date.


 




    	 	- 11 -	 



    	 



    


 


6.4Limitation
on Indemnification. Notwithstanding anything to the contrary in Section 6.2(a) or Section 6.3(a), in no event shall the Buyer
or the Parent have or assert any claim against the Seller or the Shareholder, or the Seller or the Shareholder have or assert
any claim against the Buyer and the Parent based upon or arising out of the breach of any representation or warranty, unless,
until and to the extent that the aggregate of all such claims under Section 6.2(a), in the case of claims by the Buyer and the
Parent, or under Section 6.3(a), in the case of claims by the Seller or the Shareholder, exceeds a Fifty Thousand Dollar ($50,000)
aggregate threshold (at which point the indemnifying party will be obligated to indemnify the indemnified party from and against
all such Adverse Consequences relating back to the first dollar). Notwithstanding the foregoing, the threshold limitation expressed
in the immediately preceding sentence shall not apply to claims by the Buyer or the Parent for breach by the Seller or the Shareholder
of any of the Fundamental Representations. Furthermore, Buyer’s and Parent’s aggregate remedy with respect to any
and all Adverse Consequences for breaches of representations and warranties hereunder by the Seller or the Shareholder shall not
exceed the total Purchase Price payable hereunder.


 


6.5Matters
Involving Third Parties.


 


(a)If
any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third
Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying
Party”) under this Article 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing;
provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying
Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced by such
delay.


 


(b)Any
Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing
within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify
the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified
Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources
to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves
only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect
to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom
or practice materially adverse to the continuing business interests of the Indemnified Party (it being understood that any Third
Party Claim involving a person or entity which is a customer or supplier of the Buyer following the Closing, will be deemed to
involve the possibility of such a precedential custom or practice), and (E) the Indemnifying Party conducts the defense of the
Third Party Claim actively and diligently.


 


(c)So
long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) above, (A)
the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third
Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (C)
the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party
Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).


 




    	 	- 12 -	 



    	 



    


 


(d)In
the event any of the conditions in Section 6.5(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend
against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner
it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying
Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for
the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying
Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 6.


 


6.6Recoupment
Under Royalty.


 


(a)If
the Seller is obligated to indemnify the Buyer and the Parent or any other Indemnified Person for any indemnification claim in
accordance with this Article 6, Buyer may set-off the amount of such claim against the Royalty amounts that would otherwise be
owed to the Seller.


 


(b)If
the Buyer intends to set-off any amount hereunder, Buyer shall provide not less than thirty (30) days’ prior written notice
to the Seller of its intention to do so, together with a reasonably detailed explanation of the basis therefor (a “Set-Off
Notice”). If, within ten (10) days of its receipt of a Set-Off Notice, the Seller provides Buyer with written notice
of Seller’s dispute with Buyer’s right to make such set-off, Buyer and Seller (and their respective representatives
and advisors) shall meet (which may be accomplished telephonically) in good faith within five (5) days to attempt to resolve their
dispute. If such dispute remains unresolved despite Buyer’s good faith attempt to meet with the Seller and resolve such
dispute, Buyer may set-off under this Section 6.6 only (a) with respect to those indemnification claims that have been Finally
Determined (as defined below), (b) as described in Section 6.6(c) relating to the escrow of the Royalty or (c) with the prior
written consent of the Seller.


 


(c)In
the event of a dispute with respect to any indemnification claim against the Seller made in good faith pursuant to this Article
6, and the liability for and amount of Adverse Consequences therefore, Buyer may withhold any payments due to the Seller under
the Royalty, up to the disputed amount, but only if the Buyer deposits such withheld amounts into escrow in accordance with a
mutually agreed upon escrow agreement, provided that if the parties cannot agree upon the terms of the escrow agreement or the
escrow agent, the Buyer shall deposit the withheld payments with a court of competent jurisdiction in Wayne, Pennsylvania. For
purposes of this Agreement, the term “Finally Determined” shall mean with respect to any indemnification claim
made, and the liability for and amount of Losses therefor, when the parties to such claim have so determined by mutual agreement
or, if disputed, when a judgment has been issued by a court or arbitral panel having proper jurisdiction.


 


article
7


 


TEMINATION,
AMENDMENT AND WAIVER


 


7.1Termination.
This Agreement may be terminated at any time prior to the Closing:


 


(a)by
mutual consent of the Parent, the Buyer, the Shareholder and the Seller;


 


(b)by
any of the Parent, the Buyer, the Shareholder or the Seller if there has been a material misrepresentation or breach of covenant
or agreement contained in this Agreement on the part of the other and such breach of a covenant or agreement has not been promptly
cured after at least fourteen (14) day’s written notice is given;


 


(c)by
Buyer or Parent if any of the conditions set forth in Sections 5.1 and 5.2 shall not have been satisfied before the 120th day
following the date of this Agreement, or such later date as the Parent, the Buyer, the Shareholder and Seller shall mutually agree
in writing;


 




    	 	- 13 -	 



    	 



    


 


(d)by
the Seller or the Shareholder if any of the conditions set forth in Section 5.1 or Section 5.3 shall not have been satisfied before
the 120th day following the date of this Agreement, or such later date as the Parent, the Buyer, Shareholder and Seller shall
mutually agree in writing.


 


7.2Amendment.
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.


 


article
8


 


GENERAL
PROVISIONS


 


8.1Sales
Taxes. All sales and use taxes, if any, due under the laws of any state, any local government authority, or the federal government
of the United States, in connection with the purchase and sale of the Purchased Assets shall be paid by Buyer.


 


8.2Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.


 


8.3Governing
Law; Mediation; and Arbitration. This Agreement shall be governed in all respects, including validity, interpretation and
effect, by the internal laws of the Commonwealth of Pennsylvania. 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 Commonwealth of Pennsylvania, USA, 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 Commonwealth of Pennsylvania, USA.
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. 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.


 


8.4Entire
Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties
and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent
they related in any way to the subject matter hereof.


 


8.5Succession
and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations
hereunder without the prior written approval of the Parent, the Buyer, the Shareholder and the Seller; provided, however, that
the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates, (ii) designate one
or more of its affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain
responsible for the performance of all of its obligations hereunder), and (iii) collaterally assign any or all of its rights and
interests hereunder to one or more lenders of the Buyer.


 




    	 	- 14 -	 



    	 



    


 


8.6Notices.


 


(a)All
notices, requests, claims, demands and other communications among the Parties shall be in writing and given to the respective
Parties at their respective addresses set forth on the signature page to this Agreement (or to such other address as the Party
shall have furnished to the other Parties in writing in accordance with the provisions of this Section 8.6).


 


(b)All
notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class,
registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified
on the signature page to this Agreement or such other address as either party may specify in writing.


 


(c)All
notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day following mailing,
whichever occurs first.


 


8.7Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.


 


8.8Specific
Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly,
each of the parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted
in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any
other remedy to which they may be entitled, at law or in equity.


 


[Signature
page follows]


 




    	 	- 15 -	 



    	 



    


 


IN
WITNESS WHEREOF, the Parent, the Buyer, the Shareholder and the Seller have executed this Agreement as of the date first written
above.


 


	PARENT:

         

        ICTV
        Brands Inc.
	 	BUYER:

         

        Ermis
        Labs, Inc.

	 	 	 	 	 
	By:	/s/
    Richard Ransom	 	By:	/s/
    Richard Ransom
	Name:	Richard
    Ransom	 	Name:	Richard
    Ransom
	Title:	President	 	Title:	President
	 	 	 	 	 
	489
        Devon Park Drive, Suite 315

        Wayne,
        PA 19087

        Attention:
Richard Ransom

        Facsimile:

        Email:
        Ransom@ictvbrands.com

         

        with
        a copy, which shall not constitute notice to Parent or Buyer, to:
	 	489
        Devon Park Drive, Suite 315

        Wayne,
PA 19087

        Attention:
        Richard Ransom

        Facsimile:

        Email:
        Ransom@ictvbrands.com

         

        with
        a copy, which shall not constitute notice to Parent or Buyer, to:

	 	 	 
	BEVILACQUA
        PLLC

        1629
        K Street, NW, Suite 300

        Washington,
        DC 20006

        Attention:
        Louis A. Bevilacqua, Esq.

        Email:
        lou@bevilacquapllc.com
	 	BEVILACQUA
        PLLC

        1629
        K Street, NW, Suite 300

        Washington,
        DC 20006

        Attention:
        Louis A. Bevilacqua, Esq.

        Email:
lou@bevilacquapllc.com 

	 	 	 
	SELLER:

         

        Ermis
        Labs, Inc.
	 	SHAREHOLDER:

         

        LeoGroup
        Private Debt Facility, L.P.

	 	 	 	 	 
	By:	/s/
    Matthew J. Allain	 	By:	/s/
    Matthew J. Allain
	Name:	Matthew
    J. Allain	 	Name:	Matthew
    J. Allain
	Title:	Manager	 	Title:	Manager
	 	 	 	 	 
	100
        Wood Avenue South, Suite #209

        Iselin,
        NJ 08830

        Attention:
        Matthew J. Allain

        Fax:
        732-523-2243

        email:
        mallain@leogroupllc.com
	 	100
        Wood Avenue South, Suite #209

        Iselin,
        NJ 08830

        Attention:
        Matthew J. Allain

        Fax:
        732-523-2243

        email:
mallain@leogroupllc.com 



 




    	 	 	 



    	 



    


 


Schedule
1.1(a)


Purchased
Assets


 


	1)	All
                                         Intellectual Property.
	 	 
	2)	Inventory:
                                         The Seller has roughly 60k units at Capacity of the following items:



 


EL101
– White box, Acne Treatment Cleansing Bar


EL102
– Purple box, Acne Treatment Exfoliating Cleansing Bar


EL103
– Red box, Anti-Fungal Medicated Bar


EL104
– Blue box, Seborrheic Dermatitis & Dandruff Medicated Bar


EL105
– Gray Box - Psoriasis Medicated Bar


 




    	 	 	 



    	 



    


 


Schedule
1.1(b)


Excluded
Assets


 


None.


 




    	 	 	 



    	 



    


 


Schedule
1.2(a)


Assumed
Liabilities


 


None.


 




    	 	 	 



    	 



    


 


Schedule
1.2(b)


Excluded
Liabilities


 


None.


 




    	 	 	 



    	 



    


 


Schedule
1.4(b)


Shareholders


 


	Shareholder Name	 	Buyer Shares

 Owned	 	 	Parent Shares to 

be Received	 
	Joseph Marrama	 	 	300,000	 	 	 	750,000	 
	LeoGroup Partners Investment Fund, LLC	 	 	70,000	 	 	 	175,000	 
	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	 



 




    	 	 	 



    	 



    


 


Schedule
2.1 (p) 


Intellectual
Property


 


	1)	US
    Patent Number: 9,180,112
	 	Published:
    November 10th, 2015
	 	Covering:
    Dermal compositions containing gorgonian extract.
	 	 
	2)	US
    Trademark: 85285493
	 	Word
    Mark: ERMIS LABS
	 	Goods
    and Services: IC 003. US 001 004 006 050 051 052. G & S: Cosmetics and cosmetic preparations. Pharmaceutical preparations
    for skin care.
	 	Type
    of Mark: TRADEMARK
	 	Register:
    PRINCIPAL
	 	Live/Dead
    Indicator: LIVE
	 	 
	3)	The
    Ermis Labs website and associated URL, namely www.ermislabs.com
	 	 
	4)	The
    newly constructed website Medicatedbars.com, associated URL and all backend assets to enable this site to launch live.