AMENDED AND RESTATED SHARE EXCHANGE AND REORGANIZATION AGREEMENT

This Amended and Restated Share Exchange and Reorganization Agreement (this "Agreement") is made and entered into as of May 26, 2016 by and Satya Worldwide, Inc., a Florida corporation (the "Purchaser"), Global Fantasy Sports, Inc., a Florida corporation ("GFS") and the stockholders of GFS set forth on Schedule "A" hereto (the "GFS Stockholders").  Each of the Purchaser, GFS and the GFS Stockholders are referred to herein individually as the "Party" and collectively as the "Parties."

RECITALS

NOW, THEREFORE, in consideration of the foregoing premises, and the covenants, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted the Parties, intending to be legally bound, hereby agree as follows:

 ARTICLE I

DEFINITIONS

 "Action" means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

"Agreement" has the meaning set forth in the preamble.

 "Business Day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

 "Code" means the Internal Revenue Code of 1986, as amended.

 "Contract" means any written or oral contract, lease, license, indenture, note, bond, agreement, arrangement, understanding, permit, concession, franchise or other instrument.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

 

 

 

 

 

 

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.

 "GAAP" means, with respect to any Person, generally accepted accounting principles in the U.S. applied on a consistent basis with such Person's past practices.

"Governmental Authority" means any domestic or foreign, federal or national, state or provincial, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body

 "Indebtedness" means without duplication, (a) all indebtedness or other obligation of the Person for borrowed money, whether current, short-term, or long-term, secured or unsecured, (b) all indebtedness of the Person for the deferred purchase price for purchases of property outside the Ordinary Course of Business, (c) all lease obligations of the Person under leases which are capital leases in accordance with GAAP, (d) any off-balance sheet financing of the Person including synthetic leases and project financing, (e) any payment obligations of the Person in respect of banker's acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables), (f) any liability of the Person with respect to interest rate swaps, collars, caps and similar hedging obligations, (g) any liability of the Person under deferred compensation plans, phantom stock plans, severance or bonus plans, or similar arrangements made payable as a result of the transactions contemplated herein, (h) any indebtedness referred to in clauses (a) through (g) above of any other Person which is either guaranteed by, or secured by a security interest upon any property owned by, the Person and (i) accrued and unpaid interest, of, and prepayment premiums, penalties or similar contractual charges arising as result of the discharge at Closing of, any such foregoing obligation.

"Intellectual Property" means all industrial and intellectual property, including, without limitation, all U.S and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

"Intellectual Property License" has the meaning set forth in Section 3.16(a).

"Knowledge" shall mean, except as otherwise explicitly provided herein, actual knowledge after reasonable investigation.  The Purchaser and GFS shall be deemed to have "Knowledge" of a matter if any of their respective officers or directors, has Knowledge of such matter.  Phrases such as "to the Knowledge of GFS" or "to the Knowledge of Purchaser" shall be construed accordingly.

"Laws" means, with respect to any Person, any U.S. or non-U.S., federal, national, state, provincial, local, municipal, international, multinational or other Law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

"Liability" means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

 "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

 

 

 

 

 

"Party" and "Parties" have the respective meanings set forth in the preamble.

"Person" means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivisions.

 "GFS Website" means those website operated by GFS under of linked to the domain names set forth in Section 3.16 of the GFS Disclosure Schedule.

"Purchaser" has the meaning set forth in the preamble.

"Purchaser Common Stock" means the common stock, par value $.001 per share, of the Purchaser.

"SEC" means the U.S. Securities and Exchange Commission, or any successor agency thereto.

 "Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will be in effect at the time.

 "Subsidiary" when used in reference to any Person shall mean any corporation, limited liability company or other form of legal entity of which outstanding securities having ordinary voting power to elect a majority of the Board of Directors of such corporation (or the equivalent thereof) are owned directly or indirectly by such Person.

"Tax Return" means all returns, declarations, reports, estimates, statements, forms and other documents filed with or supplied to or required to be provided to a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.

"Tax" or "Taxes" means all taxes, assessments, duties, levies or other charge imposed by any Governmental Authority of any kind whatsoever together with any interest, penalties, fines or additions thereto and any liability for payment of taxes whether as a result of (i) being a member of an affiliated, consolidated, combined, unitary or similar group for any period, (ii) any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any Person, (iii) being liable for another Person's taxes as a transferee or successor otherwise for any period, or (iv) operation of Law.

"Transaction" has the meaning set forth in the Recitals.

 "Transaction Documents" means, collectively, this Agreement and all agreements, certificates, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement.

"Treasury Regulations" means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

 

 

 

 

 

ARTICLE II - PURCHASE AND SALE OF THE GFS SHARES

Subject to the terms and conditions hereof, on the Closing Date (as defined below), each of the GFS Stockholders shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from the GFS Stockholders the number of the GFS Shares set forth opposite their names on the Schedule 2.1 attached hereto.

 

The closing of this Agreement (the "Closing") shall occur on a date mutually agreeable by the parties following the satisfaction or, if permitted pursuant hereto, waiver of the conditions to Closing of each party set forth below (the "Closing Date") at 10:00 a.m. local time at the offices of Cyruli Shanks Hart & Zizmor, LLP, or such other time or location as the parties hereto shall agree. At the Closing, each of the parties hereto shall deliver all such documents, instruments, certificates and other items as may be required under this Agreement or the Operative Documents (as defined in Section 3.3 hereof) or otherwise. The Parties acknowledge and agree that they will use their respective commercially reasonable best efforts to cause the Closing to occur on May 10, 2016.

 

The GFS Stockholders, GFS and Purchaser shall provide all reasonable assistance to, and shall cooperate with, each other to bring about the consummation of the purchase and sale of the GFS Shares and the other transactions contemplated herein as soon as possible in accordance with the terms and conditions of this Agreement.

For U.S. federal income Tax purposes, the Transaction together with the transaction contemplated by Stock Purchase and Reorganization Agreement (this "Agreement") is made and entered into as of December 31, 2015,  is intended to constitute a "reorganization" within the meaning of Section 368(a)(l)(B) of the Code.  The Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.

 

 

 

 

 

 

 

ARTICLE III - REPRESENTATIONS AND WARRANTIES

OF GFS AND THE GFS STOCKHOLDERS

As of the date of this Agreement and as of the Closing, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by GFS and the GFS Stockholders (the "GFS Disclosure Schedule") and which is arranged according to the numbered and lettered paragraphs of this Article III, (a) GFS represents and warrants to Purchaser and (b) the GFS Stockholders, to the best of each such GFS Stockholders' knowledge, represent and warrant, severally and not jointly, to Purchaser, in this Article III, with such representations and warranties intended to apply to both GFS and its Subsidiaries, as and when applicable, and in the case of each GFS Stockholder only as to itself and not the other GFS Stockholders, as follows:

GFS and each of its subsidiaries is a corporation or limited liability company duly organized and validly existing under the laws of the jurisdiction in which it was formed. GFS has all requisite power and authority to own its assets, those properties and conduct those businesses presently owned or conducted by it, and is duly qualified to do business as it is now being conducted and is in good standing in the jurisdiction where the property owned, leased or used by it or the conduct of its business makes such qualification necessary, except where the lack of such qualification would not have a Material Adverse Effect on GFS.

GFS has full corporate power and authority and each GFS Stockholder has the full power, right and authority to enter into this Agreement and each of the other documents that it will deliver pursuant to the Transaction  (collectively, the "Operative Documents"), and to carry out the transactions contemplated hereby and thereby. This Agreement has been, and each Operative Document to which GFS or the GFS Stockholders is a Party will be, on the Closing Date, duly executed and delivered by each of GFS and the GFS Stockholder, as applicable, and this Agreement is, and each Operative Document to which GFS or the GFS Stockholder is a Party will be, on the Closing Date, a legal, valid and binding obligation of each of GFS and the GFS Stockholder, as applicable, enforceable against each of them in accordance with their respective terms of this Agreement and each such Operative Document, subject, as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability affecting the rights of creditors and to general principles of equity.

On the date of this Agreement, there are 14,000,000 issued and outstanding shares of GFS common stock and all issued and outstanding shares are held in the aggregate by the GFS Stockholders.  All issued and outstanding GFS Shares are validly issued, fully paid and nonassessable. There are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or other agreements of any character which obligate or may obligate GFS, or any of its subsidiaries to issue any additional shares of any of its capital stock or any securities convertible into or evidencing the right to subscribe for any shares of any such capital stock. Except as set forth in Section 3.4 of the GFS Disclosure Schedule, (a) there are no voting trusts or other agreements or understandings with respect to the capital stock of GFS to which GFS is a Party or by which GFS is bound and (b) there are no such agreements or understandings to which any of the Stockholders are a Party or by which any of the GFS Stockholders are bound.  Except as set forth in Section 3.4 of the GFS Disclosure Schedule, none of the GFS Stockholders are indebted to GFS and GFS is not indebted to any of the GFS Stockholders.

 

 

 

 

 

 

Each direct or indirect Subsidiary of GFS is set forth in Section 3.5 of the GFS Disclosure Schedule.  Except as set forth in Schedule 3.5 of the GFS Disclosure Schedule, GFS does not own, directly or indirectly, any ownership, equity, profits or voting interest in, or otherwise control, any corporation, partnership, joint venture or other entity, and has no agreement or commitment to purchase any such interest.

Except as set forth in Schedule 3.6 of the GFS Disclosure Schedule, the execution, delivery and performance of this Agreement and the Operative Documents by GFS and each GFS Stockholder and the consummation of the transactions contemplated hereby and thereby will not in any way which would result in a Material Adverse Effect, (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to GFS or the GFS Stockholders, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person (the consent of all such Persons to be duly obtained by GFS and the GFS Stockholders at or prior to the Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any Party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which GFS or the GFS Stockholder is a Party or by which either of them is bound or to which any of their assets are subject, (d) result in the creation of any lien or encumbrance upon the assets of GFS or upon the GFS Shares, (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation and Bylaws of GFS (the "GFS Organizational Documents"), or (f) invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of GFS.

GFS has delivered to Purchaser a consolidated audited financial statements including a balance sheet, statement of operations and retained earnings of the GFS and its Subsidiaries, and statements of cash flows and equity of the GFS and its Subsidiaries, together with the related notes thereto for the 12-month periods ending December 31, 2015 and December 31, 2014 (collectively, the "Audited Financial Statements").  The Audited Financial Statements each are complete and correct in all material respects and fairly present the financial condition of GFS as of the dates thereof and the results of their operations for the fiscal years and periods ended on such dates and each has been prepared on a basis consistent with prior accounting periods and in accordance with United States generally accepted accounting principles and the rules of the Public Company Accounting Oversight Board consistently applied. The Audited Financial Statements present fairly the financial position, results of operations and changes in financial position of GFS as of the dates and for the periods indicated.

GFS has (a) duly and timely filed, with tbe Internal Revenue Service and other appropriate governmental agencies (domestic and foreign) all tax returns, information returns and reports for all Taxes (as defined below) required to have been filed with respect to GFS and (b) paid in full or provided for all Taxes, interest and other governmental charges which are shown to be due on such returns or reports. "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, but not limited to, income, excise, gross receipts, property, sales, use, ad valorem, transfer, franchise, profit, license, withholding, payroll, employment, severance, stamp, occupation, windfall profit, social security and unemployment or other taxes imposed by the United States or any agency or instrumentality thereof, any state, county, local or foreign government, or any agency or instrumentality thereof, and any interest or fines, and any and all penalties or additions relating to such taxes, charges, fees, levies or other assessments. Furthermore, except as described in Section 3.9 of the GFS Disclosure Schedule, (i) the reserves and provisions for Taxes reflected in the 2015 Balance Sheet are adequate; (ii) no unresolved claim for assessment or collection of Taxes has been asserted or threatened against GFS and no audit or investigation by governmental authorities is under way with respect to Taxes, interest or other governmental charges; (iii) no state of facts exists or has existed which would constitute a reasonable basis for the assessment against GFS of any additional tax liability with respect to any period for which tax returns have been filed; and (iv) GFS has not filed or entered into any election, consent or extension agreement or any waiver that extends any applicable statute of limitations.

 

 

 

 

 

 

 

Each of GFS' material contracts are valid, binding and enforceable in accordance with their terms against each Party thereto, are in full force and effect, GFS has performed all material obligations imposed upon it thereunder, and neither GFS nor, to the Knowledge of GFS, any other Party thereto is in material default thereunder, nor, to the knowledge of GFS, is there any event which with notice or lapse of time, or both, would constitute a material default thereunder. True and complete copies of each such contracts have been heretofore delivered or been made available to Purchaser.  GFS has no:

 

 

 

 

 

 

 

GFS has not had any customer who accounted, directly or indirectly, for more than 5% of its revenue during calendar year 2015, and GFS has no supplier from whom it has purchased more than 5% of the goods or services which it purchased during calendar year 2014. GFS is not bound by, any contract which prohibits the use or publication by GFS of the name of any Party to such contract and GFS is not a Party to or bound by, any contract which prohibits or in any way restricts GFS from freely providing services to any other customer of GFS or any potential customer of GFS.

 

GFS is not a Party to or the subject of any pending litigation, claims, decrees, orders, or stipulations, or been advised of any disclosed governmental investigation not otherwise disclosed herein, and there are no lawsuits, claims, assessments, investigations, or similar matters, against or affecting GFS, its management or its properties. GFS has complied in all material respects with all laws, statutes, ordinances, regulations, rules, decrees or orders applicable to it.

 

 

 

 

 

 

 

To the best of the knowledge of GFS and the GFS Stockholders, there is no valid basis for any material claim, action, suit, arbitration, proceeding or investigation by any Person (other than as noted in Section 3.13 of the GFS Disclosure Schedule) that would result in a Material Adverse Effect before or by any Person. There are no outstanding or unsatisfied judgments, orders, decrees or stipulations to which GFS is a Party.

There are no material disputes, employee grievances or disciplinary actions pending or to the knowledge of GFS threatened or involving GFS or any of its present or former employees. GFS has, to its knowledge, substantially complied with all provisions of all applicable law relating to employment and employment practices, terms and conditions of employment, workers compensation, wages and hours, where the failure to comply with which would have a Material Adverse Effect on GFS. GFS is not engaged in any unfair labor practice and has no liability for any arrears of wages or penalties for failure to comply with any such provisions of law. There is no labor strike, dispute, slowdown or stoppage pending or affecting GFS, and GFS has not experienced any work stoppage or other labor difficulty. No collective bargaining agreement is binding on GFS. GFS has no knowledge of any organizational efforts presently being made on behalf of any labor union with respect to employees of GFS, and GFS has not been requested by any group of employees or others to enter into any collective bargaining agreement or other agreement with any labor union or other employee organization.

GFS has no bonus, deferred compensation, incentive, severance pay, pension, profit-sharing, retirement, stock purchase, stock option or any other employee benefit plan, employee fringe benefit plan, arrangement or practice with regard to present or former employees as to which GFS has any liability ("Employee Benefit Plan").

 

 

 

 

 

 

 

 

(d)  (i)       GFS has the right to use the Website Software, all trade secrets, customer lists, database content, graphics, logos, illustrations, and the like used on each of the GFS websites, programming processes, software and other information required for its services or its business as presently conducted or contemplated; (ii) GFS has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information; (iii) all employees and consultants of GFS involved in the design, review, evaluation, development, implementation or support of services or products of GFS or the creation or development of any Listed Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of GFS' trade secrets and other confidential information and to vest in GFS exclusive ownership of such Intellectual Property Rights; (iv) to the knowledge of GFS, all trade secrets and other confidential information of GFS are not part of the public domain or knowledge, nor, to the knowledge of GFS, have they been misappropriated by any Person having an obligation to maintain such trade secrets or other confidential information in confidence for GFS; and (v) to the knowledge of GFS, no employee or consultant of GFS has used any trade secrets or other confidential information of any other Person in the course of their work for the GFS.

(f)              GFS' use, license, sublicense and sale of any User Data (as defined below) collected from users of any website of GFS has complied with the GFS' published privacy policy in effect at the time such User Data was collected (collectively, the "Privacy Policies") and all applicable laws that relate to or govern the compilation, use and transfer of User Data.  For purposes hereof, (1) "User Data" means: (w) all data related to impression and click-through activity of users, including user identification and associated activities at a website and all other data associated with a user's behavior on the Internet, (x) all data that contains a Personal Element, (y) known, assumed or inferred information or attributes about a user or identifier, and (z) all derivatives and aggregations of (w), (x) and (y), including user profiles; (2) "Personal Element" means a natural person's full name (or last name if associated with an address), telephone number, email address, Unique Identifying Number, photograph, or any other information, alone or in combination, that allows the identification of a natural Person; and (3) "Unique Identifying Number" means an identifier uniquely associated with a Person such as a social security number, driver's license number, passport number or customer number, but excluding an identifier which is randomly or otherwise assigned so that it cannot reasonably be used to identify the Person.

(g)             GFS has not utilized any open source software in any software utilized by GFS and GFS has no obligation to publish any of the object code owned by or utilized by GFS.

GFS has no accounts receivable.

GFS has no inventory.

GFS to the best of its knowledge has complied, and is in compliance with, all applicable laws, rules, regulations, ordinances, decrees and orders applicable to the operation of its business, to its employees, or to the Personal Property, the failure to comply with which would, in the aggregate, have a Material Adverse Effect on GFS, including, without limitation, all such laws, rules, regulations, ordinances, decrees and orders relating to antitrust, consumer protection, currency exchange, environmental protection, equal opportunity, health, occupational safety, pension, securities and trading-with-the-enemy matters. GFS has not received any notification of any asserted present or past unremedied failure by GFS to comply with any of such laws, rules, regulations, ordinances, decrees or orders.

 

 

 

 

 

 

 

As of the Closing, GFS will maintain such policies of insurance, as are appropriate to GFS' operations, property, and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets.  All such policies of insurance are, as of the Closing, in full force and effect. GFS is not in default, as to the payment of premiums or otherwise, under the terms of any such policy.  No coverage provided in such policies of insurance shall be diminished, lost or otherwise adversely affected as a result of the transactions contemplated in this Agreement.

GFS represents and warrants, and each of the GFS Stockholders represents and warrants, that neither GFS nor any of the GFS Stockholders has retained any broker or finder in connection with the Transaction.

Neither GFS nor to its knowledge, any director, officer, agent, employee or other Person acting on behalf of GFS has used any GFS funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Neither GFS nor to its knowledge any current director, officer, agent, employee or other Person acting on behalf of GFS has accepted or received, in connection with such position, unlawful contributions, payments, gifts or expenditures.

GFS is not in material default with respect to any of its obligations referred to in clause (c) above.

GFS represents and warrants, and each GFS Stockholder represents and warrants to such Principal Stockholder's knowledge, that except as set forth in Section 3.26 of the GFS Disclosure Schedule that neither the GFS Stockholders nor any officer of GFS has any interest (other than as a stockholder of GFS) (a) in any property, real or personal, tangible or intangible, used in or directly pertaining to the business of GFS, including, without limitation, inventions, patents, trademarks or trade names, or (b) in any agreement, contract, arrangement or obligation relating to GFS, its present or prospective business or its operations, except for an Employment Agreement, if any, to be entered into between any of the Principal Stockholders with Purchaser at the Closing.

Schedule 3.27 of the GFS Schedule sets forth all Internet domain names registered to GFS and its Subsidiaries, whether or not such domain names are currently in use. GFS has no knowledge of any third party regarding ownership of any such domain names or the alleged infringement of any rights of any such parties by GFS' ownership of such domain names.  There are not threatened or on going disputes over any domain name owned by GFS or its Subsidiaries

 

 

 

 

 

 

 

The information furnished to Purchaser by GFS or the GFS Stockholders in this Agreement is true, correct and complete in all material respects. No representation or warranty of the GFS or the GFS Stockholders contained in this Agreement and no statement or disclosure made by or on behalf of GFS or the GFS Stockholders to the Purchaser pursuant to this Agreement or the Operative Documents contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances in which they were made.

Each GFS Stockholder represents on his or her own behalf:

 

 

 

 

 

ARTICLE IV- REPRESENTATIONS AND

WARRANTIES OF PURCHASER

As of the date of this Agreement and as of the Closing, subject to the exceptions and qualifications specifically set forth or disclosed in writing in the disclosure schedule delivered by Purchaser  (the "Purchaser  Disclosure Schedule") and which is arranged according to the numbered and lettered paragraphs of this Article IV, Purchaser represents and warrants to GFS and the GFS Stockholders as follows:

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power and authority to own, operate and lease their properties and assets and to carry on their businesses as now conducted.

Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and the Operative Documents to which either is a Party and to carry out the transactions contemplated hereby and thereby. This Agreement has been, and each Operative Document to which Purchaser is a Party will be, on the Closing Date, duly executed and delivered by Purchaser, and this Agreement is, and each Operative Document to which Purchaser is a Party will be, on the Closing Date, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability affecting the rights of creditors and to general principles of equity.

The execution, delivery and performance of this Agreement and the Operative Documents by Purchaser, the issuance of the Purchaser Common Stock to the Stockholders and the consummation of the transactions contemplated hereby and by the Operative Documents will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to Purchaser, (b) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any Party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which Purchaser is a Party or by which either is bound or to which any of their assets are subject, (d) result in the creation of any material lien or encumbrance upon the assets of Purchaser or the Purchaser Common Stock delivered as the Purchase Price, or (e) conflict with or result in a breach of or constitute a default under any provision of the charter documents of Purchaser. No consent, approval, order, authorization or registration qualification, designation, license, license, declarations or filing with any state of federal governmental authority or any other Person is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the issuance of the Purchaser Common Stock as the Purchase Price or the consummation of the transactions contemplated herein.

 

 

 

 

Purchaser has (a) duly and timely filed, with the US Internal Revenue Service and other appropriate federal and state governmental agencies all tax returns, information returns and reports for all Taxes required to have been filed with respect to Purchaser and (b) paid in full or provided for all Taxes, interest and other governmental charges which are shown to be due on such returns or reports. "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, but not limited to, income, excise, gross receipts, property, sales, use, ad valorem, transfer, franchise, profit, license, withholding, payroll, employment, severance, stamp, occupation, windfall profit, social security and unemployment or other taxes imposed by the United States or any agency or instrumentality thereof, any state, county, local or foreign government, or any agency or instrumentality thereof, and any interest or fines, and any and all penalties or additions relating to such taxes, charges, fees, levies or other assessments.

As of the Closing, except for this Agreement, the Purchaser will not be a Party to any Contracts, except as set forth on Schedule 4.8.

Purchaser is not a Party to or the subject of any pending litigation, claims, decrees, orders, stipulations or governmental investigation, and there is no basis for any material claim, action, suit, arbitration, proceeding or investigation by any Person against the Purchaser There are no outstanding or unsatisfied judgments, orders, decrees or stipulations to which Purchaser.

Purchaser has no employees and there are no material disputes, employee grievances or disciplinary actions pending or to the knowledge of Purchaser threatened or involving Purchaser with respect to any former employees.

Purchaser neither presently has nor has ever had any bonus, deferred compensation, incentive, severance pay, pension, profit-sharing, retirement, stock purchase, stock option or any other employee benefit plan, employee fringe benefit plan, arrangement or practice with regard to present or former employees as to which Purchaser has any liability.

Other than the Intellectual Property to be transferred to the Purchaser's shareholders prior to the Closing, the Purchaser does not own or license any Intellectual Property or is a Party to any Intellectual Property Licenses.

Purchaser has no accounts receivable.

Purchaser has no inventory.

 

 

 

 

 

 

Purchaser to the best of its knowledge has complied, and is in compliance with, all applicable laws, rules, regulations, ordinances, decrees and orders applicable to the operation of its business.  Purchaser has not received any notification of any asserted present or past unremedied failure by Purchaser to comply with any of such laws, rules, regulations, ordinances, decrees or orders.

Purchaser does not maintain any insurance policies with respect to any of its assets or otherwise.

The Purchaser Common Stock is currently approved for quotation on the [OTC Markets] under the symbol "STYA" and there are no stop orders in effect or contemplated with respect thereto and no facts exist which may give rise there. Purchaser has not been informed, and has no reason to believe, that its common stock will be delisted or suspended by FINRA or the SEC. Purchaser has fully complied will all applicable securities laws and regulations and is not in default of any of its obligations thereunder and Purchaser has not received any comment letters from the SEC or FINRA, to which Purchaser has not been fully responded.

Neither Purchaser, nor any director, officer, agent or employee acting on behalf of Purchaser, has retained any broker or finder in connection with the transactions contemplated by this Agreement and the Operative Documents.

ARTICLE V - CONDITIONS PRECEDENT TO

OBLIGATIONS OF PURCHASER

The obligations of Purchaser to consummate the Transaction hereunder shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which condition may be expressly waived in writing by Purchaser.

The representations and warranties of GFS and the GFS Stockholders contained herein (including applicable Exhibits or Schedules) and in the Operative Documents shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true as of the specified date.

GFS and the GFS Stockholders shall have performed all obligations and agreements and complied in all material respects with all covenants and conditions contained in this Agreement or any Operative Document to be performed and complied with by them at or prior to the Closing Date.

 

 

 

 

 

 

 

The GFS Stockholders shall have executed a valid consent approving this Agreement.

GFS shall have received written consents from each of the parties (other than GFS) to those agreements, leases, notes or other documents requiring such consents, which consents shall in all respects be satisfactory to Purchaser in its sole and absolute discretion

GFS shall have delivered to Purchaser a certificate of its President, dated the Closing Date, stating that the representations and warranties of GFS contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.

Each GFS Stockholder shall have delivered Purchaser a certificate, dated the Closing Date, stating that the representations and warranties of such GFS Stockholder contained in this Agreement are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.

Each GFS Stockholder shall have delivered to Purchaser (x) an instrument dated the Closing Date releasing GFS from any and all (i) claims prior to the Closing Date of such GFS Stockholder against GFS from and (ii) obligations prior to the Closing Date of GFS to such GFS Stockholder, except for obligations arising under this Agreement or the transactions contemplated hereby and (y) an investment letter and receipt in the form annexed as Schedule "B".

ARTICLE VI - CONDITIONS PRECEDENT TO OBLIGATIONS

OF GFS AND THE GFS STOCKHOLDERS

The obligations of GFS and the GFS Stockholders to consummate the Transaction hereunder shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which conditions may be expressly waived in writing by on behalf of GFS, by the President of GFS and by the GFS Stockholders who collectively hold at least 75% of the GFS Stockholders stock held by the GFS Stockholders

The representations and warranties of Purchaser contained herein and in the Operative Documents shall have been true in all material respects when made and shall be true in all material respects as of the Closing Date as though made on that date, except as affected by transactions contemplated hereby and except and to the extent that such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true in all material respects as of the specified date.

 

 

 

 

 

 

 

 

Purchaser shall have performed all obligations and agreements and complied with in all material respects all covenants and conditions contained in this Agreement or any Operative Document to be performed and complied with  by them at or prior to the Closing Date.

Purchaser shall have delivered to GFS a certificate, dated the Closing Date, stating that the representations and warranties of Purchaser contained in this Agreement shall be true and correct on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.

ARTICLE VII - CONDITIONS PRECEDENT TO

OBLIGATIONS OF ALL PARTIES

The obligations of all parties to perform and observe the covenants, agreements and conditions hereof to be performed and observed by them at or prior to the Closing Date shall be subject to the satisfaction of the following conditions on or prior to the Closing Date, which conditions may be expressly waived in writing by Purchaser, GFS and the GFS Stockholders who collectively hold at least 75% of the GFS Stockholders stock held by the GFS Stockholders.

No order of any court or administrative agency shall be in effect which enjoins, restrains, conditions or prohibits consummation of this Agreement or any Operative Document, and no litigation, investigation or administrative proceeding shall be pending or threatened which would enjoin, restrain, condition or prevent consummation of this Agreement or any Operative Document.

Except as set forth in Schedule 7.2, all transfers of permits or licenses, all approvals, applications or notices to public agencies, federal, state, local or foreign, the granting or delivery of which is necessary for the consummation of the transactions contemplated hereby or for the continued operation of GFS, shall have been obtained, and all waiting periods specified by law shall have passed. All other consents, approvals and notices referred to in this Agreement shall have been obtained or delivered.

ARTICLE VIII – COVENANTS

 At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the terms hereof or the Closing, Purchaser shall not take any actions which are inconsistent with the representations made by Purchaser in Article 4 hereof.

Subject to each Party's compliance with Section 8.8 hereof, GFS and Purchaser shall afford each other and their respective accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Closing to all of their respective properties, books, contracts, commitments and records (including, but not limited to, tax returns), and, during such period, each shall furnish promptly to the other all information concerning the other's business, properties and personnel as each may reasonably request; provided, however, that no investigation pursuant to this Section 8.3 shall affect any representations or warranties made herein or the conditions to the obligations of Purchaser of GFS and the GFS Stockholders to consummate this Agreement.

 

 

 

 

 

 

 

From the date of this Agreement to and including the Closing Date, each Party hereto shall promptly advise all other parties hereto in writing of the commencement or threat of any claims, litigation or proceedings against or affecting any Party hereto, of which such Party has knowledge.

 

Each Party hereto will make commercially reasonable efforts to cooperate with the other parties, their counsel and accountants in connection with any steps required to be taken as part of its obligations under this Agreement. Each Party will use its best efforts to cause all conditions to this Agreement to be satisfied as promptly as possible and to obtain all consents and approvals necessary for the due and punctual performance of this Agreement and for the satisfaction of the conditions hereof.  No Party will undertake any course of action inconsistent with this Agreement or which would make any representations, warranties or agreements made by such Party in this Agreement or any of the Operative Documents untrue or any conditions precedent to this Agreement unable to be satisfied at or prior to the Closing.

Each Party covenants that, other than with respect to information furnished by the other Parties for use therein, none of the information to be included in the materials to be furnished to the GFS Stockholders by or on behalf of the Purchaser's Board of Directors or management of the parties to this agreement in connection with the approval of this Agreement by the GFS Stockholders, or other parties hereto will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

In connection with the transactions contemplated herein, Purchaser and GFS are furnishing each other and the GFS Stockholders with certain information, which is either nonpublic, confidential or proprietary in nature.  All such information furnished by one Party to the other or its representatives is hereinafter referred to as the "Confidential Information".  As used in this Agreement, the "representatives" of any Party shall mean such Party's officers, employees, agents or other representatives, including, without limitation, attorneys, accountants, consultants and financial advisors. In consideration of each Party's being furnished with the Confidential Information of the other, each Party agrees that:

 

 

 

 

 

 

 

GFS shall use commercially reasonable efforts prior to and after the Closing to obtain all consents that are required in connection with the transactions contemplated by this Agreement and the other Operative Documents. GFS shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information; provided.

After the Closing Date, each Party hereto, at the request of and without any further cost or expense to the other parties, will take any further actions necessary or desirable to carry out the purposes of this Agreement or any Operative Document, to maintain for Purchaser full title to all properties, assets and rights of GFS and to effect the transfer of the GFS Shares to Purchaser and to effect the issuance of the Consideration Shares to the GFS Stockholders and to consummate any other transaction contemplated herein.

ARTICLE IX – DELIVERIES AT CLOSING

At the Closing, the following documents shall be delivered:

(a)       GFS shall deliver, or shall cause to be delivered, to Purchaser the following:

(i)       a certificate executed by the President and Secretary of GFS to the effect that all representations and warranties made by GFS under this Agreement are true and correct as of the Closing, the same as though originally given to Purchaser on said date;

 

(ii)      such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;

 

(iii)     certified copies of resolutions adopted by the directors of GFS authorizing this transaction;

 

(iv)     GFS' audited financials for the years ended December 31, 2015 and 2014;

 

 

 

 

 

 

 

 

(iv)     all GFS Shares owned by the GFS Stockholders together with such assignments, stock powers, agreements, tax stamps and other documents required to transfer the ownership of such shares to the Purchaser; and

 

(v)      all other items, the delivery of which is a condition precedent to the obligations of Purchaser as set forth herein.

(b)          Purchaser will deliver or cause to be delivered to GFS:

(i)       stock certificates representing the shares of Consideration Shares;

 

(ii)      a certificate of the President of Purchaser, to the effect that all representations and warranties of Purchaser made under this Agreement are true and correct as of the Closing, the same as though originally given to GFS on said date;

 

(iii)     certified copies of resolutions adopted by Purchaser's board of directors authorizing the transaction contemplated hereunder and all related matters described herein;

 

(iv)     certificate from the jurisdiction of incorporation of Purchaser dated at or about the Closing Date that Purchaser is in good standing under the laws of said state;

 

(v)      such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement; and

 

(vi)     resignations of the officers and directors of Purchaser.

ARTICLE X - TERMINATION

This Agreement may be terminated at any time prior to the Closing:

In the event of any termination pursuant to this Article X (other than pursuant to clause (a) above), written notice setting forth the reasons therefor shall forthwith be given by the terminating Party to the other parties hereto. Such termination shall not prejudice any Party's right to seek remedies for another Party's breach of this Agreement.  All provisions of this Agreement regarding confidentiality and non-disclosure shall survive the termination of this Agreement.

ARTICLE XI - GENERAL

Each Party shall be responsible for and bear all of their own costs and expenses (including any broker's or finder's fees) incurred at any time in connection with pursuing or consummating the Transaction.

 

 

 

 

 

 

 

Purchaser, GFS and GFS Stockholders who collectively hold at least 75% of stock held by the GFS Stockholders may amend, modify or supplement this Agreement at any time, but only in writing duly executed on behalf of each of the Parties to be bound thereby.

 

 

 

 

 

 

 

This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The headings preceding the text of Articles and Sections of this Agreement are for convenience only and shall not be deemed parts thereof

This Agreement, including all matters of construction, validity and performance, shall be governed by and construed and enforced in accordance with the laws of the state of Florida, as applied to contracts executed and to be fully performed in such state by citizens of such state.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto, whether herein so expressed or not, but neither this Agreement nor any of the rights, interests or obligations hereunder of any Party hereto shall be assigned without the prior written consent of the other parties; provided that (a) any GFS Stockholders shall be permitted to assign its consideration payable GFS to any third Party and (b) any GFS Stockholders which is a corporation may assign its rights and obligations under this Agreement to the principal stockholder of such corporation, or to the principal stockholder of the parent corporation of such stockholder. This Agreement is not intended, nor shall it be construed, to confer any enforceable rights on any Person not a Party hereto.

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date and year first above written.

SATYA WORLDWIDE, INC.

 

 

 

By: /s/   Ian Rosenblatt                                                      

Name:  Ian Rosenblatt

Title:     President

 

 

GLOBAL FANTASY SPORTS, INC.

 

 

 

By: /s/   Ian Rosenblatt                                                      

Name:  Ian Rosenblatt

Title:     Chief Executive Officer

 

 

STOCKHOLDERS

 

 

 

      Ian Rosenblatt

 

 

 

     Simon Kaastrup-Olsen

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE A

 

GFS STOCKHOLDERS

 

Name		Shares Owned
Ian Rosenblatt		95
Simon Kaastrup-Olsen		5