Gadsden Properties, Inc. Watch

from 8-K 2 pages Reference Is Made to the Agreement and Plan of Merger, Dated November 8, 2018, as Amended, by and Among Fc Global Realty, Inc. (“Fc Global”), Gadsden Growth Properties, Inc. (“Gadsden”) and the Other Parties Thereto (The “Merger Agreement”). the Merger Agreement Contemplated the Issuance of Shares by Fc Global That Would Be Registered Under the Securities Act, of 1933, as Amended (The “Securities Act”), When the Registration Statement, Registration No. 333-228304 (As Amended, the “Registration Statement”) for Such Offering Was Declared Effective Under the Securities Act. Each of Fc Global and Gadsden Hereby Acknowledges and Agrees on Behalf of Itself and Its Affiliates Who Are Parties to the Merger Agreement as Follows

from 8-K 2 pages 1. Promptly Following Such Merger of Fc Merger Sub, Inc. With and Into Gadsden Growth Properties, Inc., and as Part of the Overall Plan of Reorganization Contemplated by the Merger Agreement, Gadsden Growth Properties, Inc. Will Be Merged With and Into a Limited Liability Company (Or Other Business Entity) Disregarded for Federal Income Tax Purposes as Separate From Gadsden Properties, Inc., With Such Limited Liability Company (Or Other Business Entity) as the Survivor. 2. Parent and Gadsden Agree That the Expiration of the “Exclusivity Period” Shall Be February 28, 2019. Please Indicate Your Acceptance With the Terms of the Foregoing Which Shall Amend the Merger Agreement as of the Date First Written Above. Gadsden Growth Properties, Inc. By: /S/ John Hartman Name: John Hartman Title: CEO Fc Global Realty Incorporated By: /S/ Michael Stewart Name: Michael Stewart Title: CEO

from 425 2 pages 1. Promptly Following Such Merger of Fc Merger Sub, Inc. With and Into Gadsden Growth Properties, Inc., and as Part of the Overall Plan of Reorganization Contemplated by the Merger Agreement, Gadsden Growth Properties, Inc. Will Be Merged With and Into a Limited Liability Company (Or Other Business Entity) Disregarded for Federal Income Tax Purposes as Separate From Gadsden Properties, Inc., With Such Limited Liability Company (Or Other Business Entity) as the Survivor. 2. Parent and Gadsden Agree That the Expiration of the “Exclusivity Period” Shall Be February 28, 2019. Please Indicate Your Acceptance With the Terms of the Foregoing Which Shall Amend the Merger Agreement as of the Date First Written Above. Gadsden Growth Properties, Inc. By: /S/ John Hartman Name: John Hartman Title: CEO Fc Global Realty Incorporated By: /S/ Michael Stewart Name: Michael Stewart Title: CEO

from 425 2 pages Re: Agreement and Plan of Merger, Dated November 8, 2018, Between Fc Global Realty, Inc. (“Fc Global”), Gadsden Growth Properties, Inc. (“Gadsden”) and the Other Parties Thereto, as Amended by Amendment No. 1 Thereto (The “Merger Agreement”). Capitalized Terms Used, but Not Otherwise Defined, Herein Have the Meanings Ascribed to Them in the Merger Agreement. 1. Gadsden Consents to the Acquisition, Including for Purposes of Section 4.1 and 4.2 of the Merger Agreement. 2. Gadsden Consents to Fc Global Using $350,000 of Its Cash on Hand to Pay Down Its Accrued Expenses, Including for Purposes of Section 4.1 and 4.2 of the Merger Agreement. 3. Gadsden Agrees That Instead of Requiring Fc Global to Have $1.5 Million in Unrestricted Cash at the Closing in Accordance With Section 6.3(k) of the Merger Agreement, It Shall Only Require Fc Global to Have $800,000 of Unrestricted Cash at the Closing

from 8-K 2 pages Re: Agreement and Plan of Merger, Dated November 8, 2018, Between Fc Global Realty, Inc. (“Fc Global”), Gadsden Growth Properties, Inc. (“Gadsden”) and the Other Parties Thereto, as Amended by Amendment No. 1 Thereto (The “Merger Agreement”). Capitalized Terms Used, but Not Otherwise Defined, Herein Have the Meanings Ascribed to Them in the Merger Agreement. 1. Gadsden Consents to the Acquisition, Including for Purposes of Section 4.1 and 4.2 of the Merger Agreement. 2. Gadsden Consents to Fc Global Using $350,000 of Its Cash on Hand to Pay Down Its Accrued Expenses, Including for Purposes of Section 4.1 and 4.2 of the Merger Agreement. 3. Gadsden Agrees That Instead of Requiring Fc Global to Have $1.5 Million in Unrestricted Cash at the Closing in Accordance With Section 6.3(k) of the Merger Agreement, It Shall Only Require Fc Global to Have $800,000 of Unrestricted Cash at the Closing

from 425 4 pages Amendment No. 1 to Agreement and Plan of Merger

from 8-K 4 pages Amendment No. 1 to Agreement and Plan of Merger

from 425 79 pages Agreement and Plan of Merger Dated as of November 8, 2018 by and Among Fc Global Realty Incorporated, Fc Merger Sub, Inc., Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P. Agreement and Plan of Merger

from 425 32 pages Plan of Conversion of Fc Global Realty Incorporated Into Gadsden Properties, Inc

from 8-K 79 pages Agreement and Plan of Merger Dated as of November 8, 2018 by and Among Fc Global Realty Incorporated, Fc Merger Sub, Inc., Gadsden Growth Properties, Inc. and Gadsden Growth Properties, L.P. Agreement and Plan of Merger

from 8-K 32 pages Plan of Conversion of Fc Global Realty Incorporated Into Gadsden Properties, Inc

from 8-K 3 pages Agreement

from 8-K 4 pages Agreement

from 8-K 60 pages Asset Purchase Agreement by and Among Ictv Brands Inc. Ictv Holdings, Inc., Photomedex, Inc., Radiancy, Inc., Phototherapeutics Ltd., and Radiancy (Israel) Limited

from 8-K 2 pages Amendment to Transition Services Agreement

from 8-K 2 pages Amendment to Asset Purchase Agreement

from 8-K 39 pages Asset Purchase Agreement

from DEFA14A 83 pages Agreement and Plan of Merger and Reorganization by and Among Ds Healthcare Group, Inc., PHMD Professional Acquisition Corp. Photomedex Technology, Inc. and Photomedex, Inc

from 8-K 83 pages Agreement and Plan of Merger and Reorganization by and Among Ds Healthcare Group, Inc., PHMD Professional Acquisition Corp. Photomedex Technology, Inc. and Photomedex, Inc

from 8-K 158 pages Agreement and Plan of Merger and Reorganization by and Among Ds Healthcare Group, Inc., PHMD Consumer Acquisition Corp. Radiancy, Inc. and Photomedex, Inc