Exhibit
10.2


 


Opportunity
Fund I-SS, LLC


c/o
Venture Back Office


790 SE Cary Pkwy, Suite 201


Cary, NC 27511


 


VIA
ELECTRONIC MAIL


 


	FC Global Realty, Inc.	 	March 16, 2018


40
Ramland Road South, Suite 200


Orangeburg.
NY 10962


Attention
Vineet Bedi


Email:
vineet@fcglobalrealty.com


 


Dear
Vineet,


 


On
behalf of Opportunity Fund I-SS, LLC, a Delaware limited liability company (“OFI”) and pursuant to Section 2(d) and 2.5(d) of
the Securities Purchase Agreement between OFI and PhotoMedex, Inc, a Nevada corporation, predecessor to FC Global Realty, Inc.,
a Nevada corporation (“FCG”) dated December 22, 2017 (“SPA”) OFI hereby consents to FCG’s use of
the remaining net proceeds used by OFI that has been invested in FCG on or prior to the date of this letter in consideration for
the transfer of certain securities of FCG to OFI, for the purposes and uses described in the “Estimated Monthly Cash Flow
Budget, dated March 14, 2018” (“Budget”). A true and complete copy of the Budget has been delivered by FCG to
OFI and OFI acknowledges receipt of the same.


 


FCG
represents and warrants that the Budget has been approved by FCG by all requisite corporate action, including by the Board of Directors
of FCG and that FCG is authorized by all requisite corporate action to provide the CFO Report described below.


 


This
consent by OFI is contingent upon (i) FCG agreeing to the terms of this letter and executing and delivering this letter to OFI;
and (ii) FCG’s covenant to provide to OFI, on a quarterly basis, on or prior to 15 days after the end of each quarter, a
report (the “CFO Report”) that describes, in reasonable detail, the actual expenses incurred and payments made during
such period compared to the expenses and payments specified in the Budget for such period (or pro rata amount for such quarter)
and which is certified by the CFO of FCG as being true and accurate in all material respects. OFI’s consent to the use of proceeds,
in accordance with the Budget and pursuant to this letter, is not intended to nor should the same be construed to mean or imply
any acknowledgement, agreement, confirmation or ratification on the part of OFI of the Budget including, without limitation, the
adequacy or viability of the Budget or any information set forth in the Budget.


 




     

     


    

 


FC
Global Realty, Inc.


March
16, 2018


 


Furthermore,
this letter does not raise or address any other issues or matters relative to the investment under the SPA or waive or amend any
covenant or agreement under the SPA by either FCG or OFI; all rights of FCG and OFI, respectively, under the SPA are hereby expressly
reserved.


 


Sincerely,


 


Opportunity
Fund I-SS, LLC, a 


Delaware limited
liability company



 


	 	By: 	

Opportunity
Fund I-SS, LLC, a 


Delaware limited
liability company




	 
	 	By: 	OP Fund I, Manager, LLC, its sole Manager	 
	 	 	 	 
	 	By:	/s/ Kristen
    E. Pigman	 
	 	 	Kristen E.
    Pigman, Director	 
	 	 	 	 
	 	Date: 	3/16/18	 


 


Acknowledged,
Accepted and Agreed upon as of the date first written above


 


	FC Global Realty, Inc., a	 
	a Nevada corporation	 
	 	 	 
	By:	/s/ Vineet Bedi	 
		Vineet Bedi, Chief Executive Officer 	 
	 	 	 
	Date:	3/16/18	 
	 	 	 
	cc:	Anthony Arostegui, Downey Brand	 
	 	Rick Morris, Herrick, Feinstein LLP 	 
	 	Louis Bevilacqua, BEVILACQUA PLLC 	 
	 	Sagiv Shiv, National Securities Corp.	 


 




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