Firma Holdings Corp. (OTCPK:FRMA) signed an agreement to acquire Sicilian Sun Corp from Francis R. Biscan, Jr. and other shareholders for $3.6 million on March 30, 2015. At closing, Firma Holdings will issue 16 million shares of its common stock to the shareholders of Sicilian Sun.

The shareholders of Sicilian Sun will return Firma 3 million shares if it does not achieve $7.5 million in gross revenue with EBITDA of at least $1.125 million at 9 months of closing of the transaction. The shareholders will return another 2 million shares if at 12 months after closing Sicilian Sun does not achieve $10 million in gross revenues and $1.5 million in EBITDA. At 24 months from closing but prior to the third anniversary of the closing the gross revenues is less than $15 million and EBITDA of less than 2.25 million, the shareholders will return another 3 million shares.

During the same period if Sicilian Sun achieves gross sales of less than $20 million and EBITDA of less than $3 million, the shareholders will have to return 2 million shares. Also when EBITDA from the operations of Sicilian Sun reaches $1 million, 25% of EBITDA will be paid each year to the shareholders of Sicilian Sun until $2 million has been paid.