Exhibit 10.7


 





FC
Global Realty Incorporated


410
Park Avenue


14th
Floor


New
York, NY 10022


 


December
22, 2017


 


Mr.
Suneet Singal


Authorized
Representative


First
Capital Real Estate Operating Partnership, L.P.


First
Capital Real Estate Trust Incorporated


60
Broad Street, 34th Floor


New
York, NY 10004


 


Re:      
Amendment No. 3 to Interest Contribution Agreement


 


Dear
Suneet,


 


We
refer to that certain Interest Contribution Agreement, dated March 31, 2017, among First Capital Real Estate Operating Partnership,
L.P., First Capital Real Estate Trust Incorporated, FC Global Realty Operating Partnership, LLC and FC Global Realty Incorporated
(formerly, Photomedex, Inc.), as amended by Amendment No. 1 dated August 3, 2017 and Amendment No. 2 dated October 11, 2017 (collectively,
the “Contribution Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed
to them in the Contribution Agreement.


 


Pursuant
to Section 3.2 of the Contribution Agreement, the Contributor Parties and the Acquiror Parties agreed to ascribe a value of $14,109,000
to Antigua. Pursuant to Section 9.2(b) of the Contribution Agreement, the Acquiror Parent agreed to issue to the Contributor a
number of Transaction Shares having a value of $14,109,000 upon contribution of Antigua in accordance with the provisions of the
Contribution Agreement. Section 9.2(b) provides that the number of Transaction Shares issuable for Antigua is determined by dividing
the Mandatory Transaction Share Value (in the case of Antigua, $14,109,000) by the Per Share Value. The Transaction Shares issuable
under Section 9.2(b) are to be comprised entirely of shares of Acquiror Parent Common Stock as Shareholder Approval has already
been obtained.


 






     


     


    

 


Pursuant
to Section 3.3 and 9.1(b)(i) of the Contribution Agreement, the Contributor Parties and the Acquiror Parties agreed to ascribe
a value of $57,200,000 to Punta Brava, which amount is 130% of the $44,000,000 Contributor Basis for Putna Brava. Pursuant to
Section 9.1(b)(i) of the Contribution Agreement, the Acquiror Parent agreed to issue to the Contributor a number of Transaction
Shares having a value of $57,200,000 upon contribution of Punta Brava in accordance with the provisions of the Contribution Agreement.
Section 9.1(b) provides that the number of Transaction Shares issuable for Punta Brava is determined by dividing the Optional
Transaction Share Value (in the case of Punta Brava, $57,200,000) by the Per Share Value. The Transaction Shares issuable under
Section 9.1(b) are to be comprised entirely of shares of Acquiror Parent Common Stock as Shareholder Approval has already been
obtained. In addition, subject to the satisfaction of milestones specified in Section 9.1(b)(ii) of the Contribution Agreement,
the Acquiror Parent must issue to the Contributor in accordance with the provisions of the Contribution Agreement the Warrant
for 16,666,667 shares of Common Stock (the “Punta Brava Warrant Shares”).


 


On
the date hereof, the Acquiror Parent is entering into a Securities Purchase Agreement (the “SPA”) with Opportunity
Fund I-SS, LLC (the “Investor”) relating to the investment by the Investor of up to $15 million in the Series
B Preferred Stock of the Acquiror Parent through a private placement transaction (the “Private Placement”).
The Private Placement of the Series B Preferred Stock is being consummated at a price of $1.00 per share (the “Applicable
Price Per Share”). The SPA provides that up to $1,000,000 of the proceeds of the Private Placement may be used to fund
Antigua and up to $500,000 of the proceeds of the investment may be used to fund Punta Brava. If any of the proceeds of the Private
Placement are used to fund the acquisition of either Antigua or Punta Brava (the amount of proceeds so used being the “Utilized
Proceeds”), then Contributor will cancel a number of Transaction Shares received in consideration for the Antigua contribution
that is equal to the quotient of the Utilized Proceeds divided by the Applicable Price Per Share. Accordingly, the Parties agree
that if the Contributor Parent issues shares of Series B Preferred Stock to the Investor and the proceeds constitute Utilized
Proceeds, then Contributor shall cancel the requisite number of Transaction Shares as described above and the Acquiror Parent
will promptly instruct Acquiror Parent’s transfer agent to cancel such number of Transaction Shares. For the avoidance of
doubt, the Contributor Parties shall not be required to cancel any Punta Brava Warrant Shares even if the Utilized Proceeds are
utilized to fund the acquisition of Punta Brava. Each of the Acquiror Parties and the Contributor Parties shall take such additional
action as any of the Parties may request to carry out the intent of this provision. The Investor is an intended third party beneficiary
of this provision and may enforce this provision.


 


Except
as aforesaid, the Contribution Agreement remains unmodified and in full force and effect.


  


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	Very truly yours,	 	 	 
	 	 	 	 	 
	FC
    Global Realty Incorporated	 	FC
    Global Realty Operating Partnership, LLC
	 	 	 	 	 
	By:	/s/ Stephen
    Johnson	 	By:	/s/ Stephen
    Johnson
	Stephen Johnson, CFO	 	Stephen Johnson, CFO
	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 
	 	 	 	 
	First
    Capital Real Estate Operating Partnership, L.P.	 	First
    Capital Real Estate Trust Incorporated
	 	 	 	 	 
	By:	/s/ Suneet
    Singal	 	By:	/s/ Suneet
    Singal
	Suneet Singal, CEO	 	Suneet Singal, CEO