Change of Control Transaction Closed Earlier This Quarter Between FC

Global and Gadsden

SCOTTSDALE, Ariz.--(BUSINESS WIRE)--Gadsden Growth Properties, Inc., a privately-held real estate

corporation (“Gadsden”), and FC Global Realty Incorporated (OTC Pink:

FCRE; TASE: FCRE “FC Global”) today announced that it has completed its

first stage of integration between FC Global and Gadsden’s operation

after previously closing a Stock Purchase Agreement in April. FC Global

has now acquired all of the general partnership interests and Class A

limited partnership interests in Gadsden’s operating partnership Gadsden

Growth Properties, L.P.

“We are pleased that we have been able to bring this unique opportunity

to fruition, which is a vital step in continuing our strategic real

estate investment strategy,” stated John E. Hartman, Chief Executive

Officer of Gadsden Growth Properties, Inc. and FC Global Realty

Incorporated, “We believe combining these two companies will create

a more integrated investment vehicle to acquire and manage real estate

assets concentrated in the retail and mixed-use sectors across the

United States. Gadsden’s real estate expertise and business acumen will

be instrumental in creating a high-quality real estate portfolio under

FC Global, which we believe will create long-term shareholder value.”

Through this transaction, FC Global acquired from Gadsden a property

known as Mission Hills Square, a new mixed-use development located in

Fremont, California and slated for completion in late 2019. Situated in

the foothills of the San Francisco Bay Area along Highway 680, Mission

Hills Square will offer 158 residential apartment units and more than

53,900 square feet of commercial retail space. Mission Hills future

commercial tenants are anticipated to include retail stores, sit-down

restaurants, and casual eateries that will serve not only the residents

of Mission Hills but also the populations that live in the surrounding

areas, as Mission Hills Square will be an easily accessible shopping and

dining destination.

Also transferred in the transaction were two separate investment

parcels, referred to as Roseville and Jessie, The Roseville parcel is

located on Roseville Road in Sacramento, California and is an

approximately 9.6 acres parcel that is entitled for the development of

approximately 65 small lot single family detached homes. The Jessie

parcel is comprised of approximately 13.6 acres and located on Jessie

Avenue in Sacramento, California. This parcel is entitled for the

development of 94 small lot single family detached homes. The parcels

are in established residential neighborhoods.

As part of the integration of operations, the management of Gadsden has

now become the management of FC Global, with Mr. Hartman as Chief

Executive Officer; Scott Crist as Chief Financial Officer; George P.

Bell as Chief Operating Officer; and Brian Ringel as Corporate

Controller. James Walesa and BJ Parrish, members of Gadsden’s board of

directors, have joined the board of directors of FC Global with Douglas

A. Funke appointed, and Kristen E. Pigman re-appointed, to FC Global’s

board. In addition, National Securities Corporation acted as the

exclusive financial advisor to Gadsden Growth Properties in this

transaction. Additional information on the management team and board of

directors is available on the corporate website and in the Current

Reports on Form 8-K filed with the United States Securities and Exchange

Commission.

FC Global will be asking its shareholders to approve a change of its

name to Gadsden Properties, Inc. and to approve an Amendment to its

Articles of Incorporation to increase its authorized shares of Common

Stock. The Company also plans to explore a potential up-listing of its

stock to the New York Stock Exchange (NYSE) or another national trading

platform.

Additional Information and Where to Find It

In connection with the transaction between FC Global and Gadsden,

relevant materials have been filed with the SEC, including a Current

Report on Form 8-K which was filed on April 11, 2019 announcing the

closing of the Stock Purchase Agreement, and an earlier report on Form

8-K that was filed on March 15, 2019, announcing the signing of the

Stock Purchase Agreement. INVESTORS AND SECURITY HOLDERS OF FC GLOBAL

AND GADSDEN ARE URGED TO READ THESE FILINGS AND OTHER DOCUMENTS THAT

WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY

BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders will be able to obtain free copies of all

documents, when available, filed with the SEC by FC Global through the

website maintained by the SEC at http://www.sec.gov.

Copies of the documents filed with the SEC by FC Global will be

available free of charge within the Investors section of FC Global’s

About Gadsden

Gadsden Growth Properties, Inc. is a Maryland corporation that was

formed on August 11, 2016. Gadsden’s business strategy will continue to

focus on the acquisition, development and management of property across

retail and mixed-use investment segments in secondary and tertiary

cities in the United States. Additional information about Gadsden Growth

Properties, Inc. may be found online at www.gadsdenreit.com.

About FC Global Realty

FC Global Realty Incorporated (OTC Pink: FCRE; TASE: FCRE), founded in

1980, has recently transitioned to a company focused on real estate

development and asset management, concentrating primarily on investments

in, and the management and development of, income producing real estate

assets. Additional information about FC Global may be found online at www.fcglobalrealty.com.

Forward-Looking Statements

This press release contains statements that do not relate to historical

facts, but are “forward-looking statements” within the meaning of the

safe harbor provisions of the U.S. Private Securities Litigation Reform

Act of 1995. These statements can generally (although not always) be

identified by their use of terms and phrases such as anticipate, appear,

believe, continue, could, estimate, expect, indicate, intend, may, plan,

possible, predict, project, pursue, will, would and other similar terms

and phrases, as well as the use of the future tense. Forward-looking

statements are neither historical facts nor assurances of future

performance. Instead, they are based only on current beliefs,

expectations and assumptions regarding the future of the business of FC

Global or Gadsden, as applicable, future plans and strategies,

projections, anticipated events and trends, the economy and other future

conditions. Because forward-looking statements relate to the future,

they are subject to inherent uncertainties, risks and changes in

circumstances that are difficult to predict and many of which are

outside of our control. Actual results and financial condition may

differ materially from those indicated in the forward-looking

statements. Therefore, you should not rely on any of these

forward-looking statements. Forward-looking statements in this press

release speak only as of the date hereof. Unless otherwise required by

law, we undertake no obligation to publicly update or revise these

forward-looking statements, whether as a result of new information,

future events or otherwise.

Contacts

Investor Inquiries - Gadsden Growth Properties

Mary Jensen

(310)

526-1707

or

FC Global Realty

Michele Pupach, 215-830-1430