Douugh Limited (ASX:DOU) entered into binding term sheet to acquire 100% stake in Goodments Pty Ltd for AUD 1.5 million on January 6, 2021. Douugh Limited (ASX:DOU) signed a share sale agreement to acquire 100% stake in Goodments Pty Ltd from founding shareholders Thomas Culver and Emily Taylor for AUD 1.5 million on February 25, 2021. Under the terms of the transaction, Douugh has agreed to issue an aggregate of up to $1,500,000 in fully paid ordinary shares in Douugh (Douugh Shares) at a deemed issue price of 18.268 cents per Douugh Share (being a total of 8,211,080 Douugh Shares) to Ms Taylor and the other shareholders of Goodments at settlement. Tom Culver, Chief Executive Officer and founder of Goodments Pty Ltd will join Douugh Limited. The transaction is subject to approval by regulatory board/committee, shareholder approval, board approval. Completion of acquisition is conditional upon satisfaction or waiver of the following conditions precedent on or before 5.00pm (AEST) on April 30, 2021 (or such other date agreed by the parties in writing): (i) Douugh completing its legal due diligence on Goodments. Douugh and Tom Culver entering into an employment agreement, effective on and from settlement, pursuant to which Mr Culver will be engaged by Douugh in the role of "Global Head of Wealth" and on such other terms agreed between the parties. (iii) All of the holders of options on issue in Goodments exercising their options and being issued Goodments shares in accordance with the option terms and all of the holders of convertible notes on issue in Goodments converting their convertible notes and being issued Goodments shares in accordance with the convertible note terms. (iv) Douugh issuing a prospectus in respect of the offer of Consideration Shares (Prospectus). (v) Share transfer forms and share application forms: At least 90% in aggregate of Goodments shareholders who hold fully paid ordinary shares and Goodments shareholders who hold seed preference shares agreeing to sell their respective Goodments shares by provision of share transfer forms and completed application forms in connection with the Prospectus for the issue of the Consideration Shares. (vi) Goodments obtaining relevant third-party consents in respect of the change of control contemplated by the share sale agreement. (vii) Termination of the Goodments shareholders' agreement. (viii) Demerger of B2B related activities: Douugh and Goodments being satisfied (acting reasonably) that Goodments' current business to business related assets have been transferred out of Goodments. (ix) Entry into licencing agreements: To the extent that there are any B2B assets used for the conduct of Goodments' current B2B activities and the Goodments business following settlement, the relevant parties entering into agreements pursuant to which Goodments will licence use of those assets, (d) Settlement of the acquisition will occur on that date which is five (5) business days after satisfaction or waiver of the last of the Conditions Precedent set out above.