Supplement and Amendment to Claims Purchase and Assignment Agreements between First Capital Real Estate Operating Partnership, LP and Gadsden Growth Properties, Inc.

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Summary

This agreement is a supplement and amendment to previous acquisition agreements between First Capital Real Estate Operating Partnership, LP (the seller) and Gadsden Growth Properties, Inc. (the buyer). It clarifies that the seller will transfer two DST interests—DST 17% Lippincott and DST 7% Hanes—to the buyer in exchange for a total of 92,000 shares of Series B Non-Voting Convertible Preferred Stock. The shares will be issued once the DST interests are transferred free of any liens or claims. The terms of this supplement override any conflicting terms in the original agreements.

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EX-10.63 18 s113366_ex10-63.htm EXHIBIT 10.63

 

Exhibit 10.63

 

Clarification and Amendment

 

Reference is made to: DST 17% Lippincott, PSA, Claims purchase Agreement, Assignment of interest: DST 7% Hanes, PSA Claims purchase Agreement Assignment of interest, (collectively, the "Acquisition Agreements") regarding the sale, transfer and conveyance of DST 17% Lippincott and DST 7% Hanes (the "DSTs").

 

The Acquisition Agreements are supplemented by this Supplement. To the extent that there is any conflict or different between any Acquisition Agreement and this Supplement the terms of this Supplement shall be prevail and be controlling.

 

The assets being sold and transferred are:

●DST 17% Lippincott.
●DST 7% Hanes

The consideration for each DST is

●DST 17% Lippincott 61,500 shares of the Series B Non-Voting Convertible Preferred Stock (the "Series B Stock").
●DST 7% Hanes 30,500shares of the Series B Non-Voting Convertible Preferred Stock (the "Series B Stock").

 

The shares of Series B Stock will be issued when the record ownership of the DST is transferred and assigned of record free and clear of all liens, claims and adverse interests.

 

SELLER:

 

  First Capital Real Estate Operating Partnership, LP
  6/3/2018
       
  By: /s/ Suneet Singal  
    Name: Suneet Singal  
    Title: CEO  
       
  BUYER:
   
  Gadsden Growth Properties, Inc.
       
  By: /s/ John Hartman  
    Name: John Hartman  
    Title: CEO