NEXT Group Holdings, Inc. (OTCPK:NXGH) signed a letter of intent to acquire Limecom Inc. from Heritage Ventures Ltd. for $12 million on May 16, 2017. NEXT Group Holdings, Inc. (OTCPK:NXGH) entered into a stock purchase agreement to acquire Limecom Inc. from Heritage Ventures Ltd. for $3.6 million on September 19, 2017. As part of consideration, NEXT Group Holdings will pay $1 million in cash and issue $5 million worth of shares upon closing. The balance will be paid after the 2017 year end, if the Limecom reaches revenue of $125 million and of $2.5 million EBITDA. As on September 26, 2017, the deal terms of the transaction revised, now consideration includes an initial payment of $1.28 million by the way of issuance of 41.4 million shares, $0.32 million to be held in escrow against any possible undisclosed liabilities and a sum of $2 million payable in cash based on the performance of Limecom. Subsequently, NEXT Group Holdings will enter into an escrow agreement with Heritage upon closing. NEXT Group Holdings will finance the transaction through a fund raise of $13 million. After the completion of transaction, Limecom will continue operations as a wholly owned subsidiary of NEXT Group. Limecom Founder and Chief Executive Officer Orlando Taddeo will continue as President of LimeCom and will also be appointed to Board of Directors of NEXT Group Holdings. Taddeo will also enter into an employee agreement with NEXT Group Holdings. The transaction is subject to completion of the LimeCom’s public company accounting oversight Board approved audit, execution of escrow agreement, execution of non-competition agreement and other customary conditions. The acquisition is scheduled to be completed by the end of September 2017, contingent upon NEXT Group receipt of Limecom's auditors’ opinion. As on October 10, 2017, Next Group Holdings received Limecom's financial statements for the years ended December 31, 2016 and 2015 audited by Marcum LLP. As on October 18, 2017, the Board of Directors of NEXT Group Holdings approved unanimously the acquisition of 100% of Limecom's issued and outstanding shares. As of October 19, 2017, an amendment agreement was signed. Pursuant to the agreement, NEXT Group issued 51.8 million shares and paid $2 million cash. The cash component of the purchase price is payable within eight months from the closing date. 10.36 million shares of NXGH stock will be held in escrow for a period of eight months in the event that any unknown or undisclosed claims are made against LimeCom. NEXT Group is required to deliver the shares of NXGH stock to Escrow Agent within ten days of the closing date. The transaction further provides that LimeCom must achieve $125 million in revenues in fiscal year 2017, and $2.5 million in EBITA. In the event that Limecom does not achieve these amounts, NEXT Group will pay according to the formula written in the agreement. NEXT Group and Heritage have a mutual right of rescission if the $2 million is not paid or any unknown or undisclosed material claims are made against Limecom. For the period ended December 31, 2016, Limecom had revenues of $125 million, assets of $3.81 million, operating income of $0.44 million and net income of $0.31 million. Joseph P. Baratta of Baratta, Baratta & Aidala, LLP acted as a legal advisor to NEXT Group in the transaction. John Ainsworth of Ainsworth & Clancy acted as a legal advisor to Heritage in the transaction. Dave Gentry of RedChip Companies Inc. and Paul Gendreau of PGPR acted as public relations advisor for Next Group Holdings. As of October 23, 2017, NEXT Group completed the acquisition of Limecom.