Global Digital Solutions Inc. (OTCPK:GDSI) entered into a share purchase agreement to acquire Grupo Rontan Electro Metalurgica, S.A. from Joao Alberto Bolzan and Jose Carlos Bolzan for BRL 200 million in cash and stock on October 8, 2015. The share purchase agreement is effective from October 13, 2015. As part of consideration, Global Digital Solutions shall pay a cash amount of BRL 100 million payable in equal monthly installments over a period of forty-eight months, following the closing date and an aggregate of BRL 100 million in GDSI common shares and an earn-out payment payable after 10 business days from the receipt of Grupo Rontan’s audited financial statements for the 12-months ended December 31, 2017, December 31, 2018 and December 31, 2019. The earn-out shall be equal to the product of Rontan’s EBITDA for the last 12 months and 20% and is contingent upon Rontan’s EBITDA results for any earn-out period being at least 125% of Rontan’s EBITDA for the 12-months ended December 31, 2015. Under the terms of agreement, the capital stock of Rontan is divided into 4.5 million shares for BRL 1 each amounting the capital to BRL 4.5 million. Joao Alberto Bolzan shall transfer 2.33 million shares representing 51.82% stake in Rontan while Jose Carlos Bolzan shall transfer 2.17 million shares representing 48.18% stake in Rontan. In the case of termination of the transaction, Joao Alberto Bolzan and Jose Carlos Bolzan shall pay Global Digital Solutions Inc. an amount of 15% of the total transaction value. The transaction is subject to receipt of unqualified opinion with respect to Rontan’s audited financial statements provided by KPMG for the years ended December 31, 2013 and December 31, 2014, Commitment of sufficient investment by General American Capital Partners LLC, Maintenance of all of Rontan’s bank credit lines in the maximum amount of BRL 200 million, Satisfactory due-diligence made by Global Digital Solutions , Entry into employment or consulting service agreements with key employees and advisors of Rontan identified by the Global Digital Solutions, including Rontan’s Chief Executive Officer, Joao Alberto Bolzan and Jose Carlos Bolzan guaranteeing bank debt of Rontan for a period of 90 days post-closing. The transaction is expected to close within 10 business days from the date of issuance of opinion. As on December 31, 2014, Rontan Eletro Metalurgica reported BRL 500 million of revenue. KPMG acted as accountant to Global Digital Solutions Inc. As of April 1, 2016, Global Digital Solutions announced that it has satisfied or otherwise waived the conditions to closing and advised the sellers of its intention to close the transaction and demanded delivery of the Rontan Securities. The sellers, however, have notified Global Digital that they intend to terminate the agreement. However, Global Digital has engaged U.S. and Brazilian counsel to enforce its’ rights and remedies under the agreement and applicable law, including, but not limited to injunctive relief, specific performance and damages and repayment of expenses associate with the enforcement of the provisions of the agreement. Global Digital Solutions Inc. (OTCPK:GDSI) cancelled the acquisition of Grupo Rontan Electro Metalurgica, S.A. from Joao Alberto Bolzan and Jose Carlos Bolzan on October 8, 2016.