Exhibit 10.2


 





 


August 3, 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. 1 to 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
PhotoMedex, Inc., as modified by the Agreement to Waive Closing Deliverables, dated May 17, 2017, and the Agreement to Waive Closing
Deliverables, dated July 3, 2017 (collectively, the “Contribution Agreement”). Capitalized terms used, but not
otherwise defined, herein have the meanings ascribed to them in the Contribution Agreement.



 


Dear Suneet,


 


As you know, since entering into the Contribution
Agreement, the Acquiror Parent received notice from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that,
based upon the the Acquiror Parent’s non-compliance with NASDAQ Listing Rule 5110, which requires an issuer to file an initial
listing application and satisfy the initial listing criteria upon completion of a change of control transaction, the NASDAQ Hearings
Panel had determined to delist the Acquiror Parent’s common stock from NASDAQ and that trading of the Acquiror Parent’s
common stock was suspended on NASDAQ effective with the open of trading on July 7, 2017. The Acquiror has appealed that decision,
has already filed an initial listing application with NASDAQ, and is working to evidence full compliance with the applicable NASDAQ
Listing Rules as soon as possible.


 


While awaiting that appeal, the Acquiror
Parent’s stock remains listed, but suspended from trading, on NASDAQ. The stock has commenced trading on the OTCQB. The Securities
and Exchange Commission (the “SEC”) considers the OTCQB marketplace to be an “established public market”
for the purpose of determining the public market price of a company’s stock when registering securities for resale with the
SEC, and the majority of broker-dealers trade stocks on the OTCQB marketplace.


 


Because of the cessation of trading on
NASDAQ, the Parties agree to amend the Contribution Agreement as follows:


 


		1.	Waiver. The Contributor Parties hereby irrevocably waive any conditions to the Closing,
including those contained in Section 7 of the Contribution Agreement, that require the Acquiror Parent to maintain its listing
and active trading of its securities on any of the NASDAQ markets.



 






    	 



     


    

 


First
Capital Real Estate Operating Partnership, L.P.


First
Capital Real Estate Trust Incorporated


July 31, 2017


Page 2


 


		2.	Reaffirmation of Obligation to Contribute Mandatory Entity Interests. The Contributor
Parties hereby reaffirm their obligation to use their best efforts to satisfy the Mandatory Contribution Conditions and contribute
the Mandatory Entity Interests on or before December 31, 2017.



 


		3.	Confirmation Regarding Mandatory Contribution of Mandatory Entity Interests. The
Acquiror Parties confirm the Contributor Parties’ understanding that the failure of the Contributor Parties to satisfy the
Mandatory Contribution Conditions after using commercially reasonable efforts to do so does not give rise to a unilateral right
of the Acquiror Parties to terminate the Contribution Agreement pursuant to Article 10 of the Contribution Agreement.



 


		4.	References to NASDAQ in the Contribution Agreement and Exhibits. The Parties agree
that all references in the Contribution Agreement and each of the exhibits to the Contribution Agreement to NASDAQ shall, to the
extent necessary, be deemed to be references to NASDAQ or such other trading market as the Company’s securities may be trading
on, including, without limitation, the OTCQB. For the avoidance of doubt, for purposes of calculating the number of Acquiror Parent
Shares into which principal under the Payout Notes will be converted for purposes of Section 6.17 and the Payout Notes, if the
Acquiror Parent Shares are not traded on NASDAQ on the Approval Date, VWAP shall be calculated with respect to transaction in Acquiror
Parent Shares executed on the OTCQB or such other market as the Acquiror Parent Shares may then be traded on instead of NASDAQ.



 


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


 


Very
truly yours,


	   	   	   	   	   
	 PhotoMedex,
    Inc. 	   	 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