Clancy Systems International, Inc. (OTCPK:CLSI) entered into a stock purchase agreement to acquire the outstanding equity stock of Hyperion Digital Group S.R.L DE C.V. from Arke Tech S.A.P.I DE C.V. for $14.8 million on March 9, 2020. The consideration includes $75,000 payable to Arke Tech, issuance of a secured promissory note in the principal amount of $1,350,000, issuance of 2,293,488 shares of common stock, earn out agreement to earn additional shares of common stock of during the three years post-closing upon certain EBITDA milestones; having an aggregate value of $13,000,000, and assumption of $350,000 of debt on Hyperion DG Credit line. Arke Tech is eligible for an earn out payment equal to 250% of Clancy Systems's EBITDA for the twelve month period following closing, provided that such EBITDA must be at least $500,000, for second earn out payment equal to 250% of the EBITDA, for the second twelve month period following closing, provided that such EBITDA must be at least $1,500,000, and for a final earn out payment equal to 150% of the EBITDA for the third twelve month period following closing, provided that such EBITDA must be at least $2,000,000. The earn out payments will be made in shares of common stock at a price equal to the average closing price of such securities on the principal trading market during the twenty trading days prior to the last date of each applicable earn out period. Pursuant to the transaction, Luis Nieto shall remain the Chief Executive Officer of Clancy Systems International and his current employment benefits shall either remain the same or improved, but in no circumstance undermined for the next 36 months. The closing of the transaction is subject to certain conditions. Epsilon Acquisition Services LLC acted as the consultant to Arke Tech. Clancy Systems International, Inc. completed the acquisition of the outstanding equity stock of Hyperion Digital Group S.R.L DE C.V. from Arke Tech S.A.P.I DE C.V. on March 12, 2020.