Gadsden Growth Properties, Inc. executed a term sheet to acquire FC Global Realty Incorporated (OTCPK:FCRE) in a reverse merger transaction on August 19, 2018. On August 23, 2018, FC Global and Gadsden amended the term sheet and mutually executed such amended term sheet. Gadsden Growth Properties, Inc. entered into an agreement to acquire FC Global Realty Incorporated (OTCPK:FCRE) in a reverse merger transaction on November 8, 2018. Under the terms of the deal, the board of directors of FC Global adopted a plan of conversion to change FC Global’s state of incorporation from Nevada to Maryland by way of a conversion of FC Global into a Maryland corporation to be named Gadsden Properties, Inc. Pursuant to the Plan of Conversion, the issued and outstanding shares of FC Global’s common stock will automatically be converted into the same number of shares of GPI’s common stock. In addition, all options, rights or warrants to purchase shares of FC Global’s common stock outstanding immediately prior to the conversion will thereafter entitle the holder to purchase a like number of shares of GPI’s common stock on the same terms without any action on the part of the holder. FC Global’s business, directors and management will continue to be the same as immediately before the Conversion. In addition, FC Global entered into an agreement and plan of merger to acquire Gadsden Growth Properties, Inc., pursuant to which shares of each class of Gadsden stock issued and outstanding will be automatically converted into the equivalent class of GPI stock. Each share of Gadsden common stock will be automatically converted into 21.529 shares of GPI common stock, each share of Gadsden 7% Series A Cumulative Convertible Perpetual Preferred Stock will be automatically converted into 1 share of GPI 7% Series A Cumulative Convertible Perpetual Preferred Stock, each share of Gadsden Series B Non-Voting Convertible Preferred Stock will be automatically converted into 1 share of GPI Series B Non-Voting Convertible Preferred Stock, and each share of Gadsden Series C Participating Convertible Preferred Stock will be automatically converted into 1 share of GPI Series C Participating Convertible Preferred Stock, each subject to certain adjustments to be made at the effective time. Following the merger, all shares of GPI Series B Non-Voting Convertible Preferred Stock issued in the merger will be automatically converted into shares of GPI common stock in accordance with the automatic conversion provision of the GPI Series B Non-Voting Convertible Preferred Stock. It is expected that, immediately after completion of the merger, the former stockholders of Gadsden will own up to approximately 94% of the outstanding GPI common stock (on a fully-diluted basis), subject to adjustment as provided for in the merger agreement. The terms of the equity-based compensation issued by Gadsden prior to the merger will be assumed by GPI. The shares of common stock that are issued or may be issued under Gadsden’s 2016 Equity Incentive Plan will be exchanged for shares of GPI common stock, adjusted for the exchange ratio, but otherwise on the same terms and conditions. The vesting of outstanding Gadsden equity awards is dependent on Gadsden common stock being listed or admitted for trading on a national securities exchange or trading market. This condition will be satisfied by the merger. Pursuant to a plan of conversion, FC Global will be renamed as Gadsden Properties, Inc. the issued and outstanding shares of FC Global’s common stock will automatically be converted into the same number of shares of GPI’s common stock. If the merger agreement is terminated under specified circumstances, Gadsden may be required to pay FC Global a termination fee of $0.2 million, or FC Global may be required to pay Gadsden a termination fee of $0.25 million, depending on the circumstances of the termination. Following the acquisition, John Hartman will serve as Chief Executive Officer and Director, George Bell will serve as Chief Operating Officer, Scott Crist will serve as Chief Financial Officer, Brian Ringel will serve as Corporate Controller, Richard M. Morris will serve as Secretary, Larry E. Finger will serve as Chairman of the Board, James Walesa will serve as Vice Chairman of the Board and Jay M. Gratz, B.J. Parrish, Kristen E. Pigman, Russell C. Platt, Michael R. Stewart and Robert G. Watson, Jr. will serve as Directors of the combined company following the merger. Consummation of the merger is subject to various conditions, including, among others, customary conditions relating to adoption of the merger agreement by the vote of Gadsden’s stockholders holding two-thirds of the outstanding shares of Gadsden common stock and Gadsden 7% Series A Cumulative Convertible Perpetual Preferred Stock entitled to vote thereon and the stockholders of FC Global that constitute at least 70% of the total voting power of FC Global shall have approved the conversion and the stock issuance, effectiveness of a registration statement on Form S-4 that will include a joint proxy statement of FC Global and Gadsden and that will also constitute a prospectus of GPI, the filing of a Company-Related Action Notification Form with the Financial Industry Regulatory Authority Operations at least ten days prior to the effective time of the merger; all consents, approvals and authorizations legally required to be obtained to consummate the merger shall have been obtained from and made with all governmental entities and all consents for all material agreements to which Gadsden or FC Global is a party or is bound which is required as a result of the merger shall have been obtained; receipt of customary legal opinions from counsel to FC Global and Gadsden, the net asset value of Gadsden’s portfolio, determined on a proforma consolidated basis, shall not be less than $80 million, the net asset value of FC Global’s portfolio, determined on a proforma consolidated basis, shall not be less than $7.5 million, FC Global shall have, on a consolidated basis, not less than $1.5 million of unrestricted cash, Gadsden shall be satisfied with the results of its due diligence investigation of FC Global and its subsidiaries and FC Global shall have received a letter of resignation from each member of its board of directors, other than the directors who are to be members of the board after the Merger. In addition, FC Global must have completed all actions required by that certain remediation agreement, dated September 24, 2018, by and among FC Global, Opportunity Fund I-SS, LLC, and Dr. Dolev Rafaeli, Dennis M. McGrath and Dr. Yoav Ben-Dror. The consummation of the merger is not subject to any regulatory or governmental approvals or filings, other than the filing of articles of merger with the Maryland State Department of Assessments and Taxation and the declaration by the SEC of the effectiveness of the registration statement and any required notice or other filings under applicable state securities laws. The board of directors of FC Global and Gadsden unanimously approved the transaction. The owners of FC Global common stock beneficially owning approximately 26.1% of the total issued and outstanding FC Global common stock and the owners of Gadsden common stock and Series A Preferred Stock beneficially owning approximately 62.7% of the total issued and outstanding Gadsden common stock (on an as-converted basis) entered into voting agreement to support the transaction. FC Global and Gadsden expect the conversion and the merger to be completed by the end of the calendar year 2018. Louis A. Bevilacqua of Bevilacqua PLLC acted as legal advisor and Broadridge Corporate Issuer Solutions Inc. acted as transfer agent to FC Global. Herrick Feinstein, L.L.P. and Richard Morris of Allegaert Berger & Vogel LLP acted as legal advisor, EisnerAmper LLP acted as accountant and National Securities Corporation acted as financial advisor to Gadsden.