Exhibit 10.1


 


ESCROW AGREEMENT


   


ESCROW AGREEMENT,
dated as of October 4, 2016, by and among ICTV Brands Inc., a Nevada corporation
(“Parent”); ICTV Holdings, Inc., a Nevada corporation (“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”), 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”), those investors listed on the Schedule of Investors attached
hereto as Exhibit A (each an “Investor” and together, the “Investors”) and Bevilacqua
PLLC, District of Columbia professional limited liability company, as escrow agent (the “Escrow Agent”).


 


BACKGROUND


 


The Parent, the Purchaser
and the Sellers are parties to an Asset Purchase Agreement, dated on or about the date hereof (the “Purchase Agreement”),
pursuant to which the Purchaser is acquiring all or substantially all of the assets of the Sellers as set forth in the Purchase
Agreement.


 


The Parent and the Investors
are parties to a Securities Purchase Agreement dated on or about the date hereof (the “Securities Purchase Agreement”)
pursuant to which the Parent will sell to the Investors shares of its common stock in exchange for cash, some of which it will
use to fund the Purchase Price.


 


This Agreement is the Escrow
Agreement contemplated by the Purchase Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 


1.           Certain Defined
Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Purchase
Agreement as in effect on or about the date of this Agreement. In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement, unless the context otherwise requires, have the meanings indicated, which meanings are applicable
to both the singular and plural forms:


 


“Direction Letter”
means a joint letter of direction executed by the Purchaser, the Investors and PHMD and delivered to the Escrow Agent. A Direction
Letter (i) shall clearly identify itself as a Direction Letter delivered pursuant to this Agreement, (ii) may direct the Escrow
Agent to pay all or a specified portion of the Escrow Fund (and if less than all of the Escrow Fund, the Direction Letter shall
clearly state the “net amount payable”) to a specified person or persons at a specified time or times and in a specified
manner or manners, and (iii) may contain such other directions to the Escrow Agent as may be required by this Agreement, reasonably
requested by the Escrow Agent or mutually agreeable to the Purchaser, the Investors and PHMD.


 




    	 	 



     


    

 


“Release Date” shall mean the
Outside Date (as defined in the Securities Purchase Agreement).


 


2.           Appointment of Escrow
Agent. The Parent, the Purchaser, the Investors and the Sellers hereby designate and appoint the Escrow Agent to serve in accordance
with the terms and conditions of this Agreement, and the Escrow Agent hereby agrees to act as such, upon the terms and conditions
provided in this Agreement.


 


3.           Escrow Account.


 


(a)          Deposit of Escrow
Fund. Concurrently with the execution and delivery of this Agreement, the Purchaser shall deliver or cause to be delivered
to the Escrow Agent in accordance with the terms of the Purchase Agreement, cash in the amount of Three Million Dollars ($3,000,000).
The Escrow Agent shall deposit such cash into the Escrow Agent’s IOLTA Trust account, which is not an interest
bearing account (the “Escrow Account”). The amounts deposited into the Escrow Account that may be held in the
Escrow Account from time to time are hereinafter referred to collectively as the “Escrow Fund.” The Escrow Agent
shall keep appropriate records to reflect the current value from time to time of the Escrow Fund, including appropriate adjustments
for disbursements. The Escrow Fund is expected to be paid in accordance with a Direction Letter at the Closing. Without limiting
the foregoing, the Escrow Agent will not make any payment or distribution from the Escrow Fund except as and in the manner expressly
provided by this Agreement.


 


(b)          Rights to Escrow
Fund. Except as expressly provided herein, none of the Parent, the Purchaser, the Investors or the Sellers shall have any right,
title or interest in or possession of the Escrow Fund. Therefore, (i) none of the Parent, the Purchaser, the Investors or the Sellers
shall have the ability to pledge, convey, hypothecate or grant a security interest in any portion of the Escrow Fund unless and
until such Escrow Fund has been disbursed to such party in accordance with Section 4 below and (ii) until disbursed pursuant to
Section 4 below, the Escrow Agent shall be in sole possession of the Escrow Fund and will not act or be deemed to act as custodian
for any party for purposes of perfecting a security interest therein. Accordingly, no Person shall have any right to have or to
hold any of the Escrow Fund as collateral for any obligation and shall not be able to obtain a security interest in any assets
(tangible or intangible) contained in or relating to any of the Escrow Fund.


 


(c)          Payments from the
Escrow Account. Any payment to be made by the Escrow Agent pursuant to this Agreement (whether to the Parent, the Purchaser,
the Investors, the Sellers or any third party) shall be made by check or wire transfer (upon receipt of written wire transfer instructions
of the recipient) out of the Escrow Account.


 


4.           Procedures and Payment
from Escrow Account.


 


(a)          Payment of Escrow
Fund upon Receipt of Direction Letter or Final Order. The Escrow Fund in the Escrow Account shall be held and disposed of by
the Escrow Agent for the benefit of the Parent, the Purchaser, the Investors, or the Sellers, as the case may be (i) pursuant to
and upon receipt by the Escrow Agent of any Direction Letter, or (ii) 30 days after receipt by the Escrow Agent of any order, judgment
or decree ordering the release of all or a specified portion of the Escrow Fund, accompanied by an opinion of counsel of the recipient
to the effect that such order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent
jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been noticed,
filed or perfected (a “Final Order”).


 






     2


     


    


 


(b)          Payment of Escrow
Fund upon Termination of Purchase Agreement. If the Purchase Agreement is terminated, then upon receipt of written instructions
from the Investors, the Escrow Agent shall disburse the Escrow Fund in accordance with such written instructions.


 


(c)          Payment of Escrow
Fund upon Release Date. If the Escrow Agent has not received a Direction Letter on or before the Release Date, then upon receipt
of written instructions from the Investors, the Escrow Agent shall disburse the Escrow Fund in accordance with such written instructions.


 


5.           Escrow Agent.


 


(a)         Protection
of Escrow Agent. In consideration of this escrow by the Escrow Agent, the parties agree that:


 


(i)          upon the
request of the Purchaser, the Investors or PHMD, the Escrow Agent shall provide a written accounting of the Escrow Fund to the
Sellers, the Parent, the Purchaser and the Investors;


 


(ii)         the Escrow
Agent’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, and the Escrow Agent
shall not be subject to, nor obliged to recognize, any other agreement, including but not limited to the Purchase Agreement and
the Securities Purchase Agreement, between, or direction or instruction of, any or all of the parties hereto even though reference
thereto may be made herein; provided, however, that this Agreement may be amended at any time or times in accordance
with Section 6(g) below;


 


(iii)        subject
to Section 6(e) hereof, no assignment of the interest of any of the parties or their successors shall be binding upon the Escrow
Agent unless and until written evidence of such assignment in form satisfactory to Escrow Agent shall be filed with and accepted
by Escrow Agent;


 


(iv)       the Escrow
Agent shall exercise the same degree of care toward the Escrow Fund as it exercises toward its own similar property or similar
property held in escrow for the account of others (whichever degree of care is higher), and shall not be held to any higher standard
of care under this Agreement. Except for intentional misrepresentation, gross negligence or intentional misconduct, the Escrow
Agent shall not be liable to the Parent, the Purchaser, the Investors or the Sellers for any act, or failure to act, by the Escrow
Agent in connection with this Agreement. The Escrow Agent will not be liable for special, indirect, incidental or consequential
damages hereunder;


 


(v)        the Escrow
Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument
held by or delivered to it;


 






     3


     


    

 


(vi)        the Escrow
Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with
respect to, any securities or other property deposited hereunder;


 


(vii)      the Escrow
Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in
compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any
fact stated therein or the propriety or validity or service thereof; the Escrow Agent may act in reliance upon any instrument comporting
with the provisions of this Agreement or signature believed by it to be genuine and may assume that any Person purporting to give
notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly
authorized to do so; the Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating
to this Agreement and shall not be liable for any action taken or omitted in accordance with such advice;


 


(viii)      notwithstanding
anything herein to the contrary, the Escrow Agent shall be under no duty to monitor or enforce compliance by the Sellers, the Parent,
the Purchaser or the Investors with any term or provision of the Purchase Agreement or the Securities Purchase Agreement;


 


(ix)        if the
Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions from any of the undersigned
with respect to any property held by it in escrow pursuant to this Agreement which, in the opinion of the Escrow Agent, are in
conflict with any of the provisions of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action until
it shall be directed otherwise by a Direction Letter or Final Order;


 


(x)         if the Escrow
Agent becomes involved in litigation in connection with this Agreement, it shall have the right to retain counsel, and shall be
reimbursed for all reasonable costs and expenses, including its reasonable attorneys’ fees and expenses, incurred in connection
therewith; such costs and expenses shall be paid, one-half by the Sellers and one-half by the Parent, the Purchaser and the Investors
(provided that the Escrow Agent shall not be entitled to any reimbursement for its fees and expenses incurred as a result of its
gross negligence, intentional misrepresentation or willful misconduct);


 


(xi)        the Escrow
Agent shall not be liable hereunder for, and the Parent, the Purchaser and the Sellers agree severally (and not jointly) (one-half
to be borne by the Parent and the Purchaser and one-half to be borne jointly by the Sellers) to indemnify the Escrow Agent for
and hold it harmless as to, any loss, liability or expense, including attorneys’ fees and expenses, paid or incurred by the
Escrow Agent in connection with the Escrow Agent’s duties under this Agreement, unless such loss, liability or expense was
paid or incurred as a result of the Escrow Agent’s gross negligence, intentional misrepresentation or willful misconduct;


 






     4


     


    

 


(xii)       The Parent,
Purchaser, Investors and Sellers agree and acknowledge that they have requested Escrow Agent to act as the escrow agent, despite
Escrow Agent’s disclosure to the Parent, the Purchaser, the Investors and Sellers that the Escrow Agent represents the Parent
and the Purchaser in connection with the Purchase Agreement, the transactions contemplated thereby, or other matters, and the Parent
in connection with the Securities Purchase Agreement. The Parent, the Purchaser, the Investors and Sellers agree and acknowledge
that the Escrow Agent has disclosed that the Escrow Agent’s representation of the Parent and the Purchaser in connection
with Purchase Agreement, the transactions contemplated thereby or other matters, and the Parent in connection with the Securities
Purchase Agreement may be adverse to (i) its duties as Escrow Agent hereunder or (ii) its duties to the Parent and the Purchaser,
and therefore, an actual conflict of interest under the District of Columbia’s Rules of Professional Conduct may exist. Escrow
Agent does not believe that its representation of a party hereunder will impair its ability to perform its duties as Escrow Agent
pursuant to the terms herein. The Parent, the Purchaser, the Investors and Sellers have each had the opportunity to consult with
counsel and with full knowledge of all relevant facts the Parent, the Purchaser, the Investors and Sellers acknowledge, agree and
consent to Escrow Agent (i) continuing to act as Escrow Agent hereunder and (ii) continuing to represent the Parent and the Purchaser
in the transaction contemplated by the Purchase Agreement, and in any other matter, including, without limitation, any matter,
claim, or dispute between the parties hereto, whether or not Escrow Agent is in possession of the Escrow Fund and continues to
act as Escrow Agent. TO THE EXTENT THAT ANY CONFLICT OR POTENTIAL CONFLICT ARISES, THE PARENT, THE PURCHASER, THE INVESTORS AND
THE SELLERS, INDIVIDUALLY AND ON BEHALF OF SUCH PARTY’S SUCCESSORS AND ASSIGNS, WAIVE ANY OBJECTION THERETO. In the event
the Parent and the Purchaser elects to discontinue its engagement of Escrow Agent as its attorney, or should an adverse relationship
arise between the Parent, the Purchaser, the Investors and the Sellers, the Parent, the Purchaser, the Investors and the Sellers
acknowledge that Escrow Agent may continue without restriction to act as Escrow Agent hereunder;


 


(xiii)      the Escrow
Agent may, in its sole and absolute discretion, resign in a manner consistent with Section 5(c) hereof; and


 


(xiv)      the Parent,
the Purchaser, the Investors and the Sellers may jointly remove and replace the Escrow Agent at any time, subject to the provisions
of Section 5(c).


 


(c)          New Escrow Agent.
If the Escrow Agent shall be removed as escrow agent by the Parent, the Purchaser, the Investors and the Sellers upon 30 days’
prior notice to the Escrow Agent or shall resign or otherwise cease to act as Escrow Agent (which resignation shall require as
a condition thereto that the Escrow Agent provide the Parent, the Purchaser, the Investors and the Sellers at least 30 days’
prior written notice of resignation), the Parent, the Purchaser, the Investors and the Sellers shall mutually agree upon a successor
which successor shall be deemed to be the Escrow Agent for all purposes of this Agreement. If a successor escrow agent has not
been appointed and accepted such appointment by the end of the 30-day period following such removal, resignation or cessation,
the escrow agent may apply to any court to commence litigation for the appointment of a successor escrow agent and deposit the
Escrow Fund with the then chief or presiding judge of such court (and upon so depositing such property and filing its complaint
in interpleader, it shall be relieved of all liability and responsibility under the terms hereof as to the property so deposited),
and the costs, expenses and reasonable attorneys’ fees and expenses which the Escrow Agent incurs in connection with such
a proceeding shall be borne severally, and not jointly, one-half by the Parent and the Purchaser and one-half by and the Sellers.
The removal, resignation or other ceasing to act as escrow agent by the Escrow Agent or any successor thereto shall have no effect
on this Agreement or any of the rights of the parties hereunder, all of which shall remain in full force and effect.


 






     5


     


    

 


(d)          Survival of Obligations.
The agreements contained in Section 5 shall survive termination of this Agreement and, with respect to any Escrow Agent, the withdrawal
or removal of such Escrow Agent.


 


6.            Miscellaneous.


 


(a)          Notices. All
notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be
in writing and will be deemed to have been given when personally delivered (including by Federal Express or other reputable courier
service) or sent by electronic mail or facsimile transmission, promptly confirmed in writing. Notices, demands and communication
to the Parent, the Purchaser, the Investors, the Sellers or the Escrow Agent will, unless another address is specified in writing,
be sent to the respective address indicated in the Purchase Agreement or the Securities Purchase Agreement, as the case may be.


 


(b)          Governing Law.
This Agreement shall be governed by, and construed in accordance with, the domestic laws of the District of Columbia, without giving
effect to any choice of law or conflicting provision or rule (whether of the District of Columbia or any other jurisdiction) that
would cause the laws of any jurisdiction other than the District of Columbia to be applied.


 


(c)          Jurisdiction and
Venue. The parties to this Agreement agree that any and all actions arising under or in respect of this Agreement shall be
litigated exclusively in any federal or state court of competent jurisdiction located in the District of Columbia. By executing
and delivering this Agreement, each party to this Agreement irrevocably submits to the personal and exclusive jurisdiction of such
courts for itself or himself and in respect of its or his property with respect to such action. Each party to this Agreement agrees
that venue would be proper in any of such courts, and hereby waives any objection that any such court is an improper or inconvenient
forum for the resolution of any such action. The parties further agree that the mailing by certified or registered mail, return
receipt requested, to the addresses specified for notice in this Agreement, of any process or summons required by any such court
shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided
by statute or rule of court.


 


(d)          Counterparts; Facsimile
Execution. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken
together will constitute one and the same agreement. Facsimile execution of this Agreement is legal, valid and binding for all
purposes.


 






     6


     


    

 


(e)          Successors and
Assigns. None of the Sellers, the Parent, the Purchaser, or the Investors shall assign or agree to assign or grant to any other
party any rights under this Agreement, including without limitation any rights in or to the Escrow Fund, without the prior written
consent of the other parties hereto. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors and permitted assigns.


 


(f)          Specific Performance.
The obligations of the parties hereto (including the Escrow Agent) are unique and any party may seek specific performance and/or
injunctive relief in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party shall object
to specific performance or injunctive relief as an appropriate remedy. The Escrow Agent acknowledges that its obligations, as well
as the obligations of the Parent, the Purchaser, the Investors and the Sellers hereunder, are subject to the equitable remedy of
specific performance and/or injunctive relief.


 


(g)          Amendment, Waiver,
etc. This Agreement may only be amended, modified, altered or revoked by a written instrument, signed by the Parent, the Purchaser,
the Investors, the Escrow Agent, and the Sellers. The Parent, the Purchaser, the Investors and the Sellers agree to give the Escrow
Agent ten (10) days advance notice (or earlier if consented to by the Escrow Agent) of any amendment or modification to this Agreement
and to provide the Escrow Agent promptly with copies of any such amendment or modification.


 


(h)          Captions. The
paragraph captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of
this Agreement.


 


*  *  *  *  *


 




     7


     


    


IN WITNESS WHEREOF, the parties
hereunto have duly caused this Agreement to be executed as of the day first above written.


 


	 	PARENT:
	 	 
	 	ICTV BRANDS INC.
	 	 	 
	 	By:	/s/ Richard Ransom
	 	Name: Richard Ransom
	 	Title: President
	 	 
	 	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


 






    	 	 	 



     


    


 


	 	INVESTORS:
	 	 
	 	LEOGROUP PRIVATE DEBT FACILITY, L.P.
	 	 	 
	 	By:	/s/ Matthew J. Allain
	 	Name: Matthew J. Allain
	 	Title: Manager
	 	 
	 	BRIAN L. PESSIN
	 	 
	 	/s/ Brian L. Pessin
	 	 
	 	SANDRA F. PESSIN
	 	 
	 	/s/ Sandra F. Pessin
	 	 
	 	ESCROW AGENT:
	 	 
	 	BEVILACQUA PLLC
	 	 	 
	 	By:	/s/ Louis A. Bevilacqua
	 	Name: Louis A. Bevilacqua
	 	Title: Managing Member

                     





    	 	 



     


    

 


EXHIBIT A


 


SCHEDULE OF INVESTORS


 


	Name 
	LeoGroup Private Debt Facility, L.P.
	Brian L. Pessin
	Sandra F. Pessin