Cancellation and Exchange Agreement

As previously reported, on March 13, 2019, FC Global Realty Incorporated, a Nevada corporation (the “ Company ”), entered into a Stock Purchase Agreement (as amended on April 5, 2019 and May 2, 2019, the “ Purchase Agreement ”) with Gadsden Growth Properties, Inc., a Maryland corporation (“ Gadsden ”), pursuant to which Gadsden agreed to transfer and assign to the Company all of its general partnership interests and Class A limited partnership interests in Gadsden Growth Properties, L.P., a Delaware limited partnership (“ OPCO ”), the operating partnership of Gadsden that holds all of its assets and liabilities, in exchange for shares of the Company’s common stock (the “ FCG Common Stock ”), 7% Series A Cumulative Convertible Perpetual Preferred Stock, Series B Non-Voting Convertible Preferred Stock (the “ FCG Series B Preferred Stock ”) and 10% Series C Cumulative Convertible Preferred Stock. The closing of the transactions contemplated by the Purchase Agreement was completed thereafter on April 5, 2019.

In connection with the Purchase Agreement, on May 16, 2019, the Company entered into a Cancellation and Exchange Agreement, effective May 15, 2019 (the “ Exchange Agreement ”) with Gadsden and the stockholders of Gadsden identified on Schedule A of the Exchange Agreement (collectively, the “ Stockholders ”), pursuant to which the Company issued to the Stockholders an aggregate of 91,489,610 shares of FCG Common Stock (the “ New FC Global Shares ”) in consideration for the cancellation (i) by the Stockholders of 481,004 shares of Gadsden’s common stock and an aggregate of 3,264,993 shares of Gadsden’s series B preferred stock and (ii) by Gadsden of 11,747,705 shares of the FCG Common Stock and 3,264,993 shares of the FCG Series B Preferred Stock.

The foregoing description the Exchange Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 10.4, and is incorporated herein by reference.