Mobecom Limited (ASX:MBM) signed a share purchase agreement to acquire Neat Tickets Pty Ltd from John Beardsley and Carol Beardsley for AUD 2.1 million on May 4, 2021. Pursuant to the terms of the transaction, Mobecom Limited will pay AUD 2.04 million in cash and will issue 1.5 million of its shares, subject to certain milestones being achieved. Mobecom Limited will pay AUD 0.04 million upon the execution of the sale agreement and AUD 1.3 million upon completion and no more than AUD 0.5 million and (subject to shareholder approval) 0.75 million shares if Neat Tickets Pty Ltd achieves the first financial milestone; and AUD 0.2 million and (subject to shareholder approval) 0.75 million shares if Neat Ideas achieves the second financial milestone (see below); or AUD 2 million (less any amounts already paid) if Neat Tickets Pty Ltd achieves an average monthly revenue (AMR) of AUD 1.08 million over any consecutive 3-month period between completion and June 30, 2022. Mobecom Limited will seek shareholder approval to issue the shares if and when Neat Ideas achieves the relevant financial milestones. If Mobecom Limited does not receive shareholder approval to issue the shares and is not otherwise entitled to issue some or all of the shares under any existing placement capacity, then Mobecom Limited must pay the value of the shares in cash. John Beardsley and Carol Beardsley will be restricted from dealing with these shares for a period of 12 months from the date of issue. To meet the first financial milestone, Neat Tickets Pty Ltd must achieve an AMR of at least AUD 0.813 million over any consecutive 3-month period in the period between July 1, 2021 and December 31, 2021. If the AMR is less than AUD 0.813 million but more than AUD 0.542 million, then a lesser cash amount will be paid but no shares will be issued. To meet the Second Financial Milestone, Neat Ideas must achieve an AMR of above AUD 1.083 million over any consecutive 3-month period in the period between January 1, 2022 and June 30, 2022. If the AMR is less than AUD 1.083 million but more than AUD 0.813 million, then a lesser cash amount will be paid but no shares will be issued. Mobecom Limited has received firm commitments from investors to advance in aggregate AUD 2 million by way of unsecured loans to cover the cash consideration and costs associated with the transaction. It is proposed that, subject to shareholder approval, convertible notes will subsequently be issued to the investors in repayment of the loans. In a strong show of support, Bombora Special Investment Growth Fund will cornerstone the investment round with an investment of AUD 1 million, the balance will be made up of commitments from high-net-worth investors. Owners and sole shareholders of Neat Tickets Pty Ltd, John Beardsley and Carol Beardsley, Mobecom Limited will engage John Beardsley as a Key Contractor and hire Carol Beardsley to continue to provide services after completion. Neat Tickets Pty Ltd had sales revenue of AUD 11.4 million in FY2020. The transaction is subject to approval from Mobecom Limited. ASX has previously confirmed no approvals under Chapter 11 of the ASX Listing Rules are required. Mobecom Limited anticipates the sale agreement will complete on May 7, 2021. Gratifii Limited (ASX:GTI) completed the acquisition of Neat Tickets Pty Ltd from John Beardsley and Carol Beardsley on May 4, 2021. Under the terms of agreement, consideration paid was along with net of cash acquired of AUD 0.07 million.