0001615774-18-012414 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, by and between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and the undersigned individual (“Indemnitee”).

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SENIOR EXECUTIVE EMPLOYMENT AGREEMENT
Senior Executive Employment Agreement • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus • Arizona

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 27, 2018 by and between GADSDEN GROWTH PROPERTIES, iNC., a Maryland corporation, and John E. Hartman, an individual (the “Employee”).

Form of Joinder Agreement to Escrow Agreement
Joinder Agreement • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus • New York

THIS JOINDER AGREEMENT (this “Joinder”) is dated as of July 10, 2018 by ______________________________________________________________________ (the “Assignee”) and Gadsden (as defined below) and the Escrow Agent (as defined below) and is to that certain Escrow Agreement dated as of July ____, 2018 (the “Agreement”) by and among Gadsden Growth Properties, L.P., having an address at 15150 N. Hayden Road, Suite 220, Scottsdale, AZ 85260, Attention: John Hartman, CEO (“Gadsden”); First Capital Real Estate Operating Partnership, LP, having an address at 410 Park Avenue, 14th Floor, New York, New York 10022, Attention: Suneet Singal, CEO (“FC OPCO”); T-9 Developers, LLC, a Delaware limited liability company (“T-9 Developers”); and Herrick, Feinstein LLP, having an address at Two Park Avenue, New York, New York 10016, attention: Richard M, Morris, Esq. (“Escrow Agent”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Effective Date (as defined in Section 1.2), by and between Jesse Avenue, LLC, a California limited liability company (“Jesse”) Roseville Road, LLC, a California limited liability company (“Roseville”) (collectively, Jesse and Roseville shall hereinafter be referred to as “Seller”) having an office at 410 Park Avenue, New York, New York and Gadsden Growth Properties, Inc., a Maryland Corporation (the “Buyer”) having an office at 15150 N. Hayden Road, Suite 220, Scottsdale, Arizona 85260.

LOCK-UP and resale restriction AGREEMENT
Restriction Agreement • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus • Maryland

This Lock-Up and Resale Restriction Agreement (the “Agreement”) is made and entered into as of _____________, _____ by and among Gadsden Properties, Inc., a Maryland corporation (the “Company”), and the persons executing this Agreement (each a “Holder” and, collectively, the “Holders”).

Clarification and Amendment
Clarification and Amendment • November 9th, 2018 • FC Global Realty Inc • Electromedical & electrotherapeutic apparatus

Reference is made to: DST 17% Lippincott, PSA, Claims purchase Agreement, Assignment of interest: DST 7% Hanes, PSA Claims purchase Agreement Assignment of interest, (collectively, the "Acquisition Agreements") regarding the sale, transfer and conveyance of DST 17% Lippincott and DST 7% Hanes (the "DSTs").

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