Exhibit 10.52


 


FORM OF


 


GADSDEN GROWTH PROPERTIES, INC.

2016 EQUITY COMPENSATION PLAN



RESTRICTED STOCK AGREEMENT 


 


AGREEMENT, dated as of
_________, between Gadsden Growth Properties, Inc., a Maryland corporation (the “Company”), and ________ (the
“Participant”).


 


WITNESSETH:


 


WHEREAS, the Company adopted
the Gadsden Growth Properties, Inc. 2016 Equity Compensation Plan (the “Plan”), which Plan authorizes, among
other things, the grant of restricted shares of the Company’s common stock (“Common Stock”), to directors,
officers and employees of the Company and to other individuals; and


 


WHEREAS, the Company’s
Compensation Committee, as administrator of the Plan, has determined that it would be in the best interests of the Company to grant
the shares of Restricted Stock documented herein.


 


NOW, THEREFORE, the parties
hereto hereby agree as follows:


 


1           Definitions.
Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.


 


2           Grant
of Restricted Shares. Subject to the terms and conditions of the Plan and as set forth herein, the Company hereby grants to
the Participant, as of date hereof, ________ shares of Common Stock (the “Restricted Stock”).


 


3           Vesting.
Subject to such further limitations as are provided herein, the Restricted Stock shall vest as follows: the shares of Restricted
Stock shall vest ratably, in arrears, over a three (3) year period commencing on the Publicly Trading Date so that thirty-three
and one-third percent (33.33%) of the number of shares of Restricted Stock shall vest on each one (1) year anniversary after the
Publicly Trading Date (each a “Vesting Date”). Notwithstanding the foregoing, the Restricted Shares shall become
immediately vested upon a Change of Control. The term “Publicly Trading Date” is when shares of the Common Stock
(or any shares of stock for which Common Stock is exchanged or converted by merger, consolidation, share exchange or other transaction
that is approved by the Board) is listed for trading on any national exchange (e.g., the New York Stock Exchange or any market
of NASDAQ) or any over the counter market, including the OTCQB, by registration of such shares, merger, share exchange or other
transaction.


 




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4           Termination
of Association. (a) If the Participant does not remain associated with the Company through the Vesting Date set forth in Section
3, all shares of Restricted Stock not vested as of the date the Participant is no longer associated with the Company will be forfeited
(the “Forfeited Shares”), the Participant shall not have any rights to any of the Forfeited Shares and any stock
certificates then held by the Participant representing the Forfeited Shares shall be cancelled and voided.


 


(b)          In
the event the Participant’s association with the Company shall terminate (other than on account of death or Disability) prior
to the end of the Restriction Period, or any other event causing the forfeiture of the Restricted Stock prior to a Vesting Date,
the Participant shall be obligated immediately to redeliver to the Company any stock certificates representing the Forfeited Shares.
No payment by the Company will be due to the Participant for the Forfeited Shares.


 


5           Certificate
Legend. The share certificate, if any, evidencing the Restricted Stock issued hereunder shall be endorsed with the following
legend.


 


THE RESTRICTED
STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.


 


THE RESTRICTED
STOCK REPRESENTED HEREBY IS SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY
AND THE HOLDER OF SUCH RESTRICTED STOCK, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. 


 


6           Removal
of Certificate Legend. After the completion of the Restriction Period, the Participant shall be entitled to have the legend
required by Section 5 of this Agreement removed from the applicable stock certificates for the shares of Restricted Stock
that have not been forfeited; provided, however, that the first paragraph of such certificate legend shall not be removed unless
the shares are in fact registered under the Securities Act or the Company is satisfied that registration is not required thereunder,
in its sole discretion.


 


7           Non−Transferability
of Restricted Stock. The Restricted Stock shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of during the Restricted Period.


 




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8           Sale
of Entire Stock of the Company. If the Board, in its sole and absolute discretion, or the holders of more than fifty percent
(50%) of the shares of Common Stock of the Company accept a bona-fide offer received from a third party unaffiliated with the Company
(including an offer which is the result of a solicitation by the Company or such Common Stock holders) for the sale of all or substantially
all of the Common Stock of the Company, then the Participant agrees to and shall sell all of the vested Restricted Stock held by
the Participant to the third party purchaser at the same price and terms as to be received solely in respect of share purchase
price by the other holders of Common Stock of the Company (which price shall exclude the value of any payments or benefits received
by any other shareholder pursuant to any employment, management, consulting, non-competition, severance, restrictive covenant or
similar agreement, or any securities or options or warrants or rights to subscribe to securities, payable or granted as compensation
or incentives for services rendered or to be rendered). The Participant shall also tender the Restricted Stock (together with stock
certificates and stock powers therefor endorsed in blank), free and clear of all liens, claims and encumbrances other than this
Agreement, and execute and deliver such other instruments and documents so as to implement the approved sale of capital stock of
the Company.


 


9           Market
Stand-Off Agreement. The Participant shall not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock of the
Company held by Participant, including the Restricted Stock (the “Restricted Securities”), for a period of time
specified by the managing underwriter(s) (approximately one hundred eighty (180) days) following the effective date of a registration
statement of the Company filed under the Securities Act. The Participant agrees to execute and deliver such other agreements as
may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary
to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Participant’s Restricted Securities until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 9 and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto.


 


10         No
Special Rights. The granting of the Restricted Stock shall not be construed to confer upon the Participant any right with respect
to the continuation of his or her association with the Company (or any subsidiary of the Company) or interfere in any way with
the right of the Company (or any subsidiary of the Company), subject to the terms of any separate agreement to the contrary, at
any time to terminate such assocation or to increase or decrease the compensation of the Participant from the rate in existence
as of the date hereof.


 


11         Tax
Consequences. (a) All tax consequences under any applicable law which may arise from the grant of the Restricted Stock, the
sale or disposition of any shares granted hereunder or from any other action of the Participant in connection with the foregoing
shall be borne and paid solely by the Participant, and the Participant shall indemnify the Company, and shall hold it harmless
against and from any liability for any such tax or penalty, interest or indexation thereon. The Participant agrees to, and undertakes
to comply with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection
with the foregoing which is approved by the Company. The Participant is advised to consult with a tax advisor with respect to the
tax consequences of receiving the Restricted Stock. The Company does not assume any responsibility to advise the Participant on
such matters, which shall remain solely the responsibility of the Participant.


 


(b)          The
Participant may elect to be immediately taxed on the Restricted Stock for United States Federal tax purposes under Section 83(b)
of the Code. The Participant shall notify the Company of his or her election within thirty (30) days of the date hereof.


 




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(c)          The
Participant shall notify the Company in writing promptly and in any event within ten (10) days after the date on which the Participant
first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any
manner to the Restricted Stock granted or received hereunder and shall continuously inform the Company of any developments, proceedings,
discussions and negotiations relating to such matter, and shall allow the Company and its representatives to participate in any
proceedings and discussions concerning such matters. Upon request, the Participant shall provide to the Company any information
or document relating to any matter described in the preceding sentence, which the Company, in its discretion, requires.


 


12         Investment
Representations. In connection with the receipt of the Restricted Stock, the Participant represents to the Company the following:


 


(a)          The
Participant is receiving these securities for investment for his or her own account only and not with a view to, or for resale
in connection with, any “distribution” thereof within the meaning of the Securities Act.


 


(b)          The
Participant understands that the securities have not been registered under the Securities Act.


 


(c)          The
Participant further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.  The Participant further acknowledges and understands
that the Company is under no obligation to register the securities.  The Participant understands that the certificate evidencing
the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the Company.


 


13         Rights
of Stockholder. Except with regard to restrictions on selling, assigning, transferring, pledging, hypothecating, encumbering
or otherwise disposing the Restricted Stock, the Participant will generally have all rights of a shareholder of the Company with
respect to the shares of Restricted Stock from the Grant Date until forfeiture, if any, pursuant to Section 4, including, without
limitation, the right to receive dividends with respect to such Restricted Stock and the right to vote such Restricted Stock, subject
to any restrictions in this Agreement or in the Plan.


 


14         Amendment.
Subject to the terms and conditions of the Plan, the Committee may amend this Agreement with the consent of the Participant when
and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of
the Plan.


 


15         Notices.
Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal
place of business, attention: Secretary, and, if to the Participant, to the address as appearing on the records of the Company.
Such communication or notice shall be deemed given if and when (a) properly addressed and posted by registered or certified mail,
postage prepaid, or (b) delivered by hand.


 




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16         Incorporation
of Plan by Reference. The shares of Restricted Stock are granted pursuant to the terms of the Plan, the terms of which are
incorporated herein by reference, and the Restricted Stock shall in all respects be interpreted in accordance with the Plan. In
the event of any inconsistency between the Plan and this Agreement, the Plan shall govern. The Board or the Committee, whichever
shall then have authority to administer the Plan, shall interpret and construe the Plan and this Agreement, and their interpretations
and determinations shall be conclusive and binding upon the parties hereto and any other person claiming an interest hereunder,
with respect to any issue arising hereunder or thereunder.


 


17         Acknowledgement.
The Participant acknowledges receipt of the copy of the Plan attached hereto as Exhibit A.


 


18         Governing
Law. The validity, construction and interpretation of this Agreement shall be governed by and determined in accordance with
the laws of the State of New York.


 


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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date above written.


 


	 	GADSDEN GROWTH PROPERTIES, INC..
	 	 	 	 
	 	By:	 
	 	 	Name:	John E. Hartman
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	PARTICIPANT:
	 	 	 	 
	 	 
	 	 	Name:	 


 




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Exhibit A



2016 Equity Compensation Plan


 




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