Global Digital Solutions Inc (GDSI)

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The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows:

(i) Brazilian Real (“R”) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date;

(ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchaser’s common stock, valued at US$1.00 per share; and

(iii) an earn-out payable within ten business days following receipt by the Purchaser of Rontan’s audited financial statements for the 12-months ended December 31, 2017, 2018 and 2019.

The earn-out shall be equal to the product of

(i) Rontan’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the last 12 months, and

(ii) twenty percent 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.

It is the intention of the parties that the stock amount will be used by Rontan to repay institutional debt outstanding as of the closing date.

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