SPLY Socialplay USA Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On April 9, 2018, we entered into a definitive Share Exchange and Funding Agreement (the “Agreement”) with Spot and Pay, Inc., a Nevada corporation (“Spot and Pay”). Under the Agreement, we are acquiring a 90% ownership stake in Spot and Pay. Spot and Pay is developing a mobile payment application that is used in connection with third party QR codes that have been generated for specific uses; i.e. individual consumer products, specific services or group of services offered to the general public, B2B product and service offerings, monetary donations to charitable organizations, and quick and easy bill payments on recurring monthly accounts. Following this acquisition, our software development plan will include a substantially more robust proprietary platform wallet feature that will allow users to create their own wallet so that they may buy and sell bitcoin and other cryptocurrencies directly from the Spot & Pay platform. Our wallet feature will also provide seamless abilities to transfer money within the Spot & Pay user network instantly from one account to another without any processing delays.

Under the Agreement, we acquired 90% of the outstanding capital stock of Spot and Pay from its founder and sole shareholder, Karthikeyan Mani. In exchange, we have agreed to issue Mr. Mani 500,000 shares of our common stock and we have agreed to provide a total of $300,000 in funding for development of the Spot & Pay platform. The $300,000 includes $50,000 paid previously to Spot and Pay, together with an additional $250,000 to be paid in one or more tranches over the next 180 days. The Spot & Pay platform as developed after the Agreement will be considered work-for-hire belonging to SocialPlay USA, Inc. Mr. Mani and Spot and Pay will use their best efforts to develop the mobile payment platform, with Mr. Mani to be bound by a two-year non-competition agreement following the conclusion of such efforts. In the event that we fail to fund the full $300,000 within 180 days from the Agreement, the Spot and Pay shares acquired by us and the SocialPlay USA shares issued to Mr. Mani will be returned in part based on a sliding scale set forth in the Agreement.

The Agreement contains numerous additional terms and conditions and should be reviewed in its entirety for additional information.