Cipherpoint Limited (ASX:CPT) signed a binding term sheet to acquire Virtual Information Technology Pty Limited for AUD 2.02 million on October 13, 2021. The upfront consideration shall be paid in 0.75 million cash, 10.2 million shares of Cipherpoint at completion to be voluntarily escrowed for a period of 6 months from completion and further AUD 1 million of ordinary CPT shares are to be issued on achieving FY22 and FY23 financial milestones. First earnout of AUD 0.5 million worth of shares, based on achieving a revenue target of AUD 0.9 million or more for 12 month period ending June 30, 2022. If the milestone is not met shares will be allotted on a pro rata basis provided that no milestone shares will be issued unless revenue of AUD 0.75 million is achieved. Second earnout of AUD 0.5 million worth of shares, based on achieving a revenue target of AUD 1.2 million or more for 12 month period ending June 30, 2023. CPT will also execute an executive agreement for the for the VIT Cyber Security founder a market based salary, the issue of an initial 1.25 million performance rights with vesting when CPT trades above 10c per share for 5 consecutive trading days or where market capitalization exceeds AUD 22 million for any 5 consecutive trading days; and a further 1.25 performance rights to be issued to the VIT Cyber Security subject to the revenue for VIT Cyber Security achieving a minimum of AUD 0.9 million in revenue for the 12 months to June 30, 2022. CPT also intends to issue VIT Cyber Security employees share based incentives under its existing employee security ownership plans. For the financial year ending, June 30, 2021, Virtual Information Technology Pty Limited had a revenue of AUD 0.703 million. The terms sheet is subject to, the execution of formal documentation, confirmatory due diligence and CPT obtaining any shareholder and regulatory approvals and waivers (if any are required). Shareholder approval will be sought for the issue of the earn-out shares. The transaction is expected to complete by October 31, 2021.