ICTV Brands Inc. (ICTV)

The aggregate purchase price for the Asset Sale is equal to the sum of:

(i) A Promissory Note from Buyer in the amount of $600,000, bearing interest at 7%, fully amortizing over 36 monthly payments, secured by a blanket security interest in the assets of Buyer, subordinate to Buyer’s existing senior secured lender, and guaranteed by LeoGroup Private Investment Access, LLC, which is the current owner of the majority of the equity interests of Buyer.

(ii) 7.5% of the initial ownership interests of Buyer, pari passu with Buyer.

(iii) Cancellation of existing senior secured debt from the Company to LeoGroup Private Investment Access, LLC in the remaining amount of $400,000.

(iv) Cancellation of existing royalty obligation of the Company to LeoGroup Private Investment Access, LLC in the remaining amount of $1,400,000.

The Purchase Agreement provides that the Buyer will not assume nor have any responsibility for, any liability of the Company.

In conjunction with the Asset Sale, the Company conveyed substantially all of its assets to the Buyer. The Company will retain the ownership interest it is being issued in the Buyer.

The assets sold by the Company were encumbered by a lien in favor of LeoGroup Private Investment Access, LLC, and were also encumbered by a lien in favor of Kelvin and Robin Claney and Stephen Jarvis, two directors of the Company, securing the repayment of loans made to the Company under Secured Promissory Notes. The Secured Promissory Notes had outstanding balances in excess of $600,000. The Purchase Agreement required that the assets be transferred free and clear of any liens. Kelvin and Robin Claney and Stephen Jarvis agreed to release their liens in return for an assignment of the $600,000 Promissory Note received from the Buyer.