Exhibit 10.4


 


CANCELLATION AND EXCHANGE AGREEMENT


 


THIS CANCELLATION
AND EXCHANGE AGREEMENT (this “Agreement”), is entered into effective as of April 20, 2018, among FC Global
Realty Incorporated, a Nevada corporation (the “Company”), and Opportunity Fund I-SS, LLC, a Delaware limited
liability company (the “Investor”). The Company and the Investor are collectively referred to in this Agreement
as the “Parties,” and each a “Party.”


 


RECITALS


 


A.          On
December 22, 2017, the Investor and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
pursuant to which the Investor may invest up to $15,000,000 in the Company in a series of closings, in exchange for which the Investor
will receive shares of the Company’s newly designated Series B Preferred Stock at a purchase price of $1.00 per share.


 


B.          The
Company and the Investor completed the first closing under the Purchase Agreement on December 22, 2017, pursuant to which the Investor
provided $1,500,000 to the Company in exchange for 1,500,000 shares of the Company’s Series B Preferred Stock.


 


C.          On
January 24, 2018, the Company and the Investor completed a second closing under the Purchase Agreement, pursuant to which the Investor
provided $2,225,000 to the Company in exchange for 2,225,000 shares of the Company’s Series B Preferred Stock.


 


D.          Subject
to the Company obtaining the Stockholder Consent (as defined below) and filing with the SEC and mailing the definitive Information
Statement (as defined below) to the Company’s Stockholders and each such being in full force and effect, subject to the terms
of the Purchase Agreement the Investor will invest (the “Additional Investment”) an additional $2,000,000 and
will receive an additional 2,000,000 shares of Series B Preferred Stock pursuant to the Purchase Agreement.


 


E.          It
is a condition to the Additional Investment that the parties enter into this Agreement pursuant to which (1) the Investor will
cancel 95,770 shares of the Company’s Series A Preferred Stock held by the Investor (the “Series A Shares”)
concurrently with and subject to (2) the Company issuing to the Investor 5,382,274 shares of common stock (the “Common
Shares”) subject to the Company obtaining Shareholder Approval (as defined below).


 


F.          The
Company has delivered to the Investor a copy of the consent of the board of directors of the Company with respect to the authorization
and approval of this Agreement and the performance by the Company of its obligations under this Agreement and such consent is in
full force and effect.


 



    


     


    

 


AGREEMENT


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned do hereby agree as follows:


 


1.          Cancellation
of Series A Shares.


 


(a)          Investor
hereby agrees to surrender the Series A Shares to the Company free and clear of all claims, charges, liens, contracts, rights,
options, security interests, mortgages, encumbrances and restrictions of every kind and nature, in each case, to the extent incurred
by the Investor or any of its assignees (collectively, “Claims”) for cancellation concurrently with, and against
delivery of, the issuance of the Common Shares pursuant to Section 2 hereof (it being acknowledged that any rights of the Company
to or with respect to any of the Series A Shares other than under this Agreement, shall not be a “Claim”). After such
cancellation and receipt of the Common shares by Investor or its assignees, Investor acknowledges and agrees that all such Series
A Shares shall no longer be outstanding, and Investor shall have no further rights with respect to the Series A Shares or the equity
ownership in the Company represented thereby.


 


(b)          Investor
hereby represents and warrants that Investor owns the Series A Shares beneficially and of record, free and clear of all Claims
other than Claims in favor of the Company or any assignee of the Company under this Agreement or otherwise. Investor has never
transferred or agreed to transfer the Series A Shares, other than pursuant to this Agreement. There is no restriction affecting
the ability of Investor to transfer the legal and beneficial title and ownership of the Series A Shares to the Company for cancellation
other than restrictions, if any, in favor of the Company or any assignee of the Company. Neither the execution and delivery of
this Agreement, the consummation of the transactions contemplated hereby, nor the performance of this Agreement in compliance with
its terms and conditions by Investor will conflict with or result in any violation of any agreement, judgment, decree, order, statute
or regulation applicable to Investor, or any breach of any agreement to which Investor is a party, or constitute a default thereunder,
or result in the creation of any Claim of any kind or nature on, or with respect to Investor or Investor’s assets.


 


(c)          At
the request of the Company and without further consideration, Investor will execute and deliver such other instruments of sale,
transfer, conveyance, assignment and confirmation as may be reasonably requested in order to effectively transfer, convey and assign
to the Company for cancellation the Series A Shares.


 


2.          Issuance
of Common Shares.


 


(a)          As
soon as practicable after obtaining Stockholder Approval (as defined below) and in any event within three (3) business days of
obtaining Stockholder Approval, the Company shall irrevocably instruct its transfer agent to issue to the Investor the Common Shares.
The Investor acknowledges that the Common Shares constitute restricted shares and will contain a customary legend referring to
transfer restrictions under the Securities Act of 1933, as amended. The Company represents and warrants to the Investor that, upon
issuance of the Common Shares in accordance with this Agreement, the Common Shares will be duly issued, fully paid and nonassessable.


 



    2


     


    

 


(b)          The
Company agrees that the Common Shares shall constitute “Registrable Securities” under the Registration Rights Agreement
between the Company and the Investor, dated December 22, 2017 and the Company shall use commercially reasonable efforts to promptly
amend the Registration Statement filed by the Company on January 23, 2018 (the “Investor Registration Statement”)
to include in the Investor Registration Statement the Common Shares and any other shares of Common Stock of the Company that are
issuable to the Investor upon conversion of Series B Preferred Stock of the Investor that are not already included in the Investor
Registration Statement.


 


3.          Stockholder
Approval.


 


(a)          The
rules and regulations of The Nasdaq Stock Market require approval from the Company’s stockholders prior to the issuance of
the Common Shares because the Common Shares when taken together with the shares of common stock of the Company underlying Series
B Preferred Stock held by the Investor and other shares of Common Stock held by the Investor are in excess of 19.99% of the Company’s
issued and outstanding Common Stock on the date hereof.


 


(b)          The
Company has obtained the irrevocable written consent of at least a majority of the stockholders of the Company (excluding the Investor)
that is final and binding (the “Stockholder Consent”) approving the issuance of the Common Shares (including
any other Common Shares that the Investor has acquired or has a right to under any other stock of the Company) and the issuance
of the Company’s Common Stock upon conversion of all of the Series B Preferred Stock held by the Investor or issuable under
the Purchase Agreement. The Company has delivered to the Investor a copy of the Stockholder Consent. The Stockholder Consent shall
become effective on the 20th day following the filing and mailing of the definitive Information Statement at which time
stockholder approval of such issuances shall become effective (“Stockholder Approval”). The Company represents
and warrants that the Stockholder Approval is final, irrevocable and binding subject only the passage of time and no other conditions.


 


(c)          On
the date hereof, and as a condition to the effectiveness of this Agreement, the Company shall file with the Securities and Exchange
Commission (the “SEC”) an Information Statement on Schedule 14C (the “Information Statement”),
a copy of which has been delivered to the Investor. The Company shall use commercially reasonable efforts to promptly respond to
any comments of the SEC and to file with the SEC a definitive Information Statement as soon as possible under SEC rules and regulations.
The Company will promptly provide to Investor a copy of all correspondence with the SEC regarding such comments and responses.


 


4.          Additional
Investment. Promptly following the filing of the definitive Information Statement with the SEC and mailing of the definitive
Information Statement to the stockholders of the Company, and in any event within three (3) days thereafter, if the Stockholder
Approval is final, irrevocable and binding subject only the passage of time and no other conditions, the Investor shall purchase
2,000,000 shares of Series B Preferred Stock for $2,000,000 using the monies currently held in escrow, which purchase shall be
subject to the conditions of the Purchase Agreement. For the avoidance of doubt, the Additional Investment is mandatory and not
at the discretion of the Investor so long as the other conditions precedent under the Purchase Agreement are satisfied and subject
to the Investor Directors being appointed to the board of directors of the Company. Notwithstanding anything to the contrary contained
in the Purchase Agreement, the Investor agrees that the Company may use the Additional Investment in accordance with the terms
of a written budget that will be mutually agreed upon by the Company and the Investor.


 



    3


     


    

 


5.          Amendment
to Voting Agreements.


 


(a)          On
December 22, 2017, First Capital Real Estate Operating Partnership, LP, Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror entered
into a shareholder voting support and confidentiality agreement (the “Voting Agreement”) pursuant to which,
among other things, such persons agreed to vote in favor of (or execute written consents in favor of) the transactions contemplated
by the Purchase Agreement and the issuance of all securities thereunder, including the issuance of the Company’s Common Stock
upon conversion of the Series B Preferred Stock held by the Investor. On the date hereof, and as a condition to the effectiveness
of this Agreement, the parties to the Voting Agreement are entering into Amendment No. 1 to the Voting Agreement in the form of
Exhibit A to this Agreement pursuant to which, among other things, the parties thereto agree to (i) vote in favor of (or
execute written consents in favor of) the transactions contemplated by this Agreement, including, without limitation, the issuance
of the Common Shares to the Investor, and (b) amend the termination provisions of the Voting Agreement as set forth in Exhibit
A.


 


6.          Solicitation
of Additional Capital. Immediately following the execution of this Agreement, the Investor will request that its placement
agent continue soliciting investors for capital to be invested in the Investor. The use of any such proceeds raised will be to
make additional investments in the Company subject to the terms and conditions of the Purchase Agreement and all related agreements
including the solicitation materials that were used by the Investor and including that any such investment is within the Investor’s
sole discretion. The Investor hereby confirms to the Company that fund-raising efforts are ongoing subject to termination by the
Investor or its placement agent. The Company acknowledges that there is no assurance that any additional funds will be raised by
the Investor or that the Investor will make any additional Investments in the Company, except for the Additional Investment as
described in Section 4 above which will be made subject to the conditions in the Purchase Agreement being satisfied.


 


7.          Appointment
of Investor Designees. As soon as the Investor identifies two director nominees (“Investor Directors”) to
the Company, the Company’s nominating committee will commence its customary vetting process. On or prior to the time that
the Additional Investment is made, and to comply with the obligations of the Company to the Investor, the Company shall appoint
to its board of directors the Investor Directors.


 


8.          Amendment
to Section 4.6 of the Purchase Agreement. The Parties hereby amend Section 4.6 of the Purchase Agreement, which is captioned
“Amendment to Series A Certificate of Designation” to remove such Section and insert in its place “[intentionally
omitted].” For the avoidance of doubt, from and after the date hereof the Company shall have no obligation to amend the Certificate
of Designation of the Series A Preferred Stock to reduce the conversion price thereof as specified in Section 4.6 of the Purchase
Agreement.


 



    4


     


    

 


9.          Representations
and Warranties of the Parties.


 


(a)          The
Investor represents and warrants to the Company as follows:


 


(i)          The
Investor is a limited liability company that is validly existing and in good standing under the laws of its state of organization.
The Investor has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Investor of this
Agreement and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Investor and no other action is necessary on the part of the Investor to authorize this Agreement or
to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Investor and, assuming
the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws relating to creditors’ rights generally and (b) general principles
of equity, whether such enforceability is considered in a proceeding in equity or at law.


 


(ii)          Neither
the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any Party the right to accelerate,
terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement
to which the Investor is a party or by which it is bound or to which any of its assets is subject.


 


(iii)          The
execution and delivery of this Agreement by the Investor does not, and the performance of this Agreement by the Investor will not,
require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity.


 


(b)          The
Company represents and warrants to the Investor as follows:


 


(i)           The
Company is a corporation that is validly existing and in good standing under the laws of its state of Nevada. The Company has the
requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company
and no other action is necessary on the part of the Company to authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery
by the Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered
in a proceeding in equity or at law.


 



    5


     


    

 


(ii)           Neither
the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any Party the right to accelerate,
terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement
to which the Company is a party or by which it is bound or to which any of its assets is subject.


 


(iii)          The
execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not,
require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity.


 


10.          Miscellaneous.


 


(a)          Fees
and Expenses. Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and
all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement.


 


(b)          Entire
Agreement. This Agreement, together with the exhibits hereto, contain the entire understanding of the Parties with respect
to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written,
with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.


 


(c)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective if given in accordance with the Purchase Agreement.


 


(d)          Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Investor, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right.


 


(e)          Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will be applied against any Party. This Agreement shall be construed as
if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any provisions of this Agreement.


 



    6


     


    

 


(f)          No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(g)          Mediation;
Arbitration and Governing Law. In the event of a dispute between any of the Parties arising under or relating in any way whatsoever
to this Agreement, the disputing Parties shall attempt to resolve it through good faith negotiation. If the dispute is not resolved
through such negotiation, then the disputing Parties shall attempt to resolve it through mediation in the State of New York, USA,
with a neutral, third-party mediator mutually agreed upon by the disputing Parties. Unless otherwise agreed by the disputing Parties,
the costs of mediation shall be shared equally. If the dispute is not resolved through mediation, then upon written demand by one
of the disputing Parties it shall be referred to a mutually agreeable arbitrator. The arbitration process shall be conducted in
accordance with the laws of the United States of America and the State of New York, except as modified herein. Venue for the arbitration
hearing shall be the State of New York, USA. All remedies, legal and equitable, available in court shall also be available in arbitration.
The arbitrator’s decision shall be final and binding, and judgment may be entered thereon in a court of competent jurisdiction.
This Agreement shall be interpreted and enforced in accordance with the laws of the United States of America and the State of New
York, without regard to conflict of law principles thereof.


 


(h)          Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being
understood that both Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or e-mail
transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or e-mail signature page were an original thereof.


 


(i)          Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the Parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


(j)          Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Investor and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence
and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


[Signature Page Follows]


 




    7


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Cancellation and Exchange Agreement to be executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	FC GLOBAL REALTY INCORPORATED
	 	 	 
	 	By:	/s/ Vineet Bedi
	 	 	Name: Vineet Bedi
	 	 	Title: Chief Executive Officer and President
	 	 	 
	 	INVESTOR:
	 	 	 
	 	OPPORTUNITY FUND I-SS, LLC
	 	 	 
	 	BY: OP FUND I MANAGER, LLC
	 	 	 
	 	By:	/s/ Kristen Pigman
	 	 	Name: Kristen Pigman
	 	 	Title: Director




 




    8


     


    

 


EXHIBIT A


 


Amendment No. 1 to Voting Agreement


 


(See Attached)


 




    


     


    

 


AMENDMENT NO. 1 TO SHAREHOLDER VOTING
SUPPORT AND CONFIDENTIALITY AGREEMENT


 


AMENDMENT NO. 1 TO
SHAREHOLDER VOTING SUPPORT AND CONFIDENTIALITY AGREEMENT, dated April 20, 2018 (the “Amendment”), by and among
Opportunity Fund I-SS LLC (“OFI”) and those holders of
securities of FC Global Realty Incorporated, a Nevada corporation (the “Company”), listed on the signature page
hereto (each a “Securityholder” and collectively, the “Securityholders”).


 


RECITALS


 


A.          The
Company and OFI have entered into a Securities Purchase Agreement, dated December 22, 2017 (the “Purchase Agreement”),
pursuant to which OFI will invest certain funds in the Company in exchange for shares of the Series B Preferred Stock, par value
$.01 per share, of the Company (the “Series B Stock”), which will be convertible into shares of the Common Stock,
par value $.01 per share, of the Company (the “Common Stock”).


 


B.          In
connection with and as a condition to the consummation of the transactions contemplated by the Purchase Agreement, on December
22, 2017, OFI and the Securitiyholders entered into a Shareholder Voting Support and Confidentiality Agreement (the “Voting
Agreement”).


 


C.         On
the date hereof, OFI and the Company are entering into a Cancellation and Exchange Agreement (the “Cancellation Agreement”)
and, it is a condition to the effectiveness of the Cancellation Agreement that OFI, the Company and the Securityholders enter into
this Amendment pursuant to which, among other things, the Securityholders agree to vote in favor of (or take action by written
consent in favor of) the issuance of the Common Shares to OFI and the consummation of the other transactions contemplated by the
Cancellation Agreement.


 


D.         Pursuant
to Section 10(l) of the Voting Agreement, the Voting Agreement may be amended by the parties thereto by an instrument in writing
signed OFI and the Securityholders.


 


AGREEMENT


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


1.          Definitions.
Capitalized terms used, but not otherwise defined, in this Amendment, have the meanings ascribed to them in the Cancellation Agreement
or in the Voting Agreement as applicable.


 


2.          Amendment
to Section 1. Section 1 of the Voting Agreement is hereby amended and restated in their entirety as follows:


 


“SECTION
1.      Securityholder Meetings; Voting. Each Securityholder hereby agrees that from and after the date hereof and until this
Agreement is terminated in accordance with Section 8, such Securityholder shall appear in person or by proxy at any meeting of
the Securityholders of the Company called for purposes, and any adjournment or postponement thereof, or in any other circumstances
upon which a vote, consent or other approval with respect to the Securities Purchase Agreement or the transactions contemplated
by the Securities Purchase Agreement is sought by the Company and approved by the board of directors of the Company and recommended
to the Securityholders of the Company by the board of directors that include any of the following: (i) the adoption of the Securities
Purchase Agreement or the Cancellation Agreement and the transactions contemplated by the Securities Purchase Agreement and the
Cancellation Agreement, (ii) the approval of issuance of shares of Series B Stock as contemplated by the Securities Purchase Agreement,
(iii) the approval of the Common Shares as contemplated by the Cancellation Agreement, and (iv) the approval of issuance of shares
of Common Stock upon conversion of shares of Series B Stock issued pursuant to the Securities Purchase Agreement.


 



    


     


    

 


Each Securityholder
hereby agrees that from and after the date hereof and until this Agreement is terminated in accordance with Section 8, such Securityholder
shall exercise all of his, her or its rights as a holder of securities of the Company to vote as follows to the extent that the
following are approved by the board of directors of the Company and recommended to the Securityholders of the Company: (i) in favor
of the adoption of the Securities Purchase Agreement and the Cancellation Agreement and the approval of the transactions contemplated
by the Securities Purchase Agreement and the Cancellation Agreement; (ii) in favor of any proposal seeking approval for the issuance
to OFI or its designees of the Common Shares pursuant to the Cancellation Agreement and Common Stock (or securities convertible
into or exercisable for Common Stock) equal to 20% or more of the Common Stock or 20% or more of the voting power outstanding before
the issuance, in order that any shares of Series B Stock issued by the Company to OFI or its designees under the Securities Purchase
Agreement can be immediately converted into Common Stock (the “20% Proposal”); (iii) against any proposal made
in opposition to, or in competition with, the matters set forth in (i) or (ii) above; and (v) against any other action that is
intended, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the adoption
of the Securities Purchase Agreement and the Cancellation Agreement and approval of the transactions contemplated by the Securities
Purchase Agreement and the Cancellation Agreement at any meeting of the Securityholders of the Company. In addition, from and after
a Date of Default (as defined below) each Security holder will vote the Required Percentage of voting power under securities held
by such Securityholder in favor of every proposal that is proposed by a majority of the holders of the Series B Stock (a “Stock
B Proposal”) as conclusively evidenced on a nonexclusive basis by a statement to such effect in a proxy or other instrument
soliciting the consent of any of the Securityholders and shall vote the Required Percentage of voting power under securities held
by such Securityholder against any proposal that is adverse to any such Stock B Proposal. It is the intention of this paragraph
that each Securityholder shall be obligated to vote in accordance with the above regardless of the particular wording of any proposal
put forth to the Securityholders of the Company, in a manner consistent with the purpose of authorizing the Securities Purchase
Agreement, the Cancellation Agreement and the issuance to OFI or its designees of shares of Common Stock of the Company having
the maximum voting power as is contemplated by the Securities Purchase Agreement and the Cancellation Agreement.


 


For the purposes
of this Agreement, the term (1) “Date of Default” shall mean the date that either (A) there is any material
default by the Company under the terms of the Securities Purchase Agreement or the Cancellation Agreement that is not cured within
thirty (30) days after receipt by the Company of written notice from OFI that provides in reasonable detail a description of the
breach, or (B) any failure of the 20% Proposal to be approved by the stockholders of the Company on or prior to March 31, 2018;
and (2) “Requisite Percentage” means the percentage of voting power of a Securityholder that is equal to the
quotient of (A) the number of shares into which the Series B Stock is convertible without giving effect to any restrictions on
conversion thereof, divided by (B) the sum of (i) the number of shares of the Common Stock of the Company outstanding plus (ii)
the number of shares of Common Stock underlying the outstanding Series B Stock.”


 



    


     


    

 


3.          Amendment
to Section 8. Section 8 of the Voting Agreement is hereby amended and restated in its entirety as follows:


 


“SECTION 8.     Termination.


 


(a)
This Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately upon the earliest to
occur of the following:


 


(i)
the first Business Day following the date of the approval of the 20% Proposal by the Company’s stockholders;


 


(ii)
the mutual written consent of the Note Holders and the Securityholders; or


 


(iii)
December 31, 2018.


 


(b)
Except as set forth in Section 8(c), upon termination of this Agreement, except in the case of liability for any willful
breach by any party to this Agreement prior to termination from which liability termination shall not relieve any such party, all
obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party
hereto to any person or entity in respect hereof or the transactions contemplated hereby, and no party shall have any claim against
another (and no person shall have any rights against such party), whether under contract, tort or otherwise.


 


(c)
Section 4 of this Agreement shall survive the termination of this Agreement until the first anniversary of the date of this
Agreement. Section 8 of this Agreement shall survive the termination of this Agreement indefinitely.”


 


4.          Effect
of Amendment. Except as amended as set forth above, the Voting Agreement shall continue in full force and effect.


 


5.          Counterparts.
This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 



    


     


    

 


6.          Governing
Law. This Agreement will be governed by, and construed in accordance with, the Laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction
other than the State of New York.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




    


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.


 





	 	OPPORTUNITY FUND I-SS LLC
	 	 
	 	BY: OP FUND I MANAGER, LLC
	 	 	 
	 	By:	 
	 	Name: Kristen Pigman
	 	Title: Director
	 	 	 
	 	SECURITYHOLDERS:
	 	 
	 	FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP
	 	 
	 	By: First Capital Real Estate Trust Incorporated, its general partner
	 	 
	 	By:	 
	 	Name: Suneet Singal
	 	Title: Chief Executive Officer
	 	 	 
	 	Yoav Ben-Dror
	 	 
	 	Dolev Rafaeli
	 	 
	 	Dennis M. McGrath