Item 1.01: Entry into a Material Definitive Agreement

On March 24, 2021, the United States Bankruptcy Court for the Northern District of California (the "Bankruptcy Court"), Case# 5:2021bk50240 issued an order approving a Stipulation (the "Stipulation") between 2501 Cormack, LLC (the "Lender") and Fremont Hills Development Corporation ("FHDC" or "Debtor"), a wholly-owned subsidiary of Gadsden Properties Inc. (the "Company"), that was submitted on March 10, 2021 by and through their respective counsel of record, whereby the parties agreed to terms and conditions that include the following:

a) The Debtor shall pay when due all post-petition taxes on Mission Hills Square


    (the "Property") and remain current on such taxes, which are approximately
    $33,081 per calendar quarter;

b) The Debtor will maintain reasonable security and protection of the Property


    site such as fencing and monitoring of the site;

c) The Debtor will facilitate access to the Property to allow previous


    contractors to remove their equipment

d) The Debtor shall make specified adequate protection payments to the Lender


    until the Stipulation expires or the Lender obtain relief from the stay under
    the Bankruptcy Act: an initial payment of $100,000, which has been paid; and
    remaining payments of $150,000 per month beginning April, 2021 on or prior to
    the 15th of each calendar month;

e) On or prior to May 21, 2021, the Debtor will file its plan of reorganization,


    and there shall be a hearing on the confirmation of such plan on or prior to
    July 22, 2021

f) On or prior to August 23, 2021, the Debtor will pay the obligations to the


    Lender in full;

g) The Debtor shall promptly file an adversary proceeding against Bay Area

Investment Fund I, LLC ("BAI") seeking to (1) remove the BAI Lis Pendens that
    it filed with respect to the Property and (2) obtain an order by the
    Bankruptcy Court determining that any claim of BAI is junior in priority to
    the Lender's claim against the Property.

All of the above terms and conditions have been satisfied. The Stipulation provides that if the Debtor is in breach of its agreements in the Stipulation, then after a cure period of two business days, the automatic stay under the Bankruptcy Code with respect to the Lender will be terminated and the Lender may foreclose on the Property.

The foregoing description of the Stipulation is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of the Stipulation, which is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





(c) Exhibits



Exhibit No.     Description of Exhibit
                  Stipulation for Relief from Stay. Filed by Attorneys for the Secured
99.1            Creditor 2501 Cormack, LLC




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