8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 7, 2022

SOLLENSYS CORP

(Exact name of registrant as specified in its charter)

Nevada	333-174581	80-0651816
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2475 Palm Bay Rd. NE, Suite 120

Palm Bay, FL 32905

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 438-7657

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement.

Merger Agreement

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2021 by Sollensys Corp (the “Company”), on October 26, 2021, the Company entered into a Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation (“Celerit”); (v) Celerit Solutions Corporation (“Celerit Solutions”); and (vi) Terry Rothwell (collectively, (i)-(v), the “Merger Parties”).

Pursuant to the terms of the Merger Agreement, if the Merger did not close by January 31, 2022, the Merger Agreement would terminate.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on February 3, 2022, by the Company, on January 28, 2022, the Merger Parties entered into an Amendment to Merger Agreement, dated as of January 28, 2022, pursuant to which the Merger Parties agreed to extend the closing deadline to March 31, 2022.

On March 31, 2022, the Merger Parties entered into the Second Amendment to Merger Agreement, dated as of March 31, 2022 (the “Second Amendment”), pursuant to which the Merger Parties agreed to extend the closing deadline to April 7, 2022. The Merger Parties agreed in principle to several changes and agreed to reasonably cooperate to amend the Merger Agreement to reflect their mutual intent.

On April 7, 2022 (the “Closing Date”), the Merger Parties executed an Amended and Restated Merger Agreement (the “AR Merger Agreement”). On the terms and subject to the conditions set forth in the AR Merger Agreement, and subject further to acceptance of Articles of Merger filed on the Closing Date with the Secretary of State of Arkansas (“SOS AR”): (i) Celerit merged with and into S-CC Merger Sub (the “Celerit Merger”), and the separate corporate existence of S-CC Merger Sub ceased, with Celerit as the surviving corporation (the “Celerit Surviving Corporation”). (ii) Celerit Solutions merged with and into S-Solutions Merger Sub (the “Celerit Solutions Merger”), and the separate corporate existence of S-Solutions Merger Sub ceased, with Celerit Solutions as the surviving corporation (the “Celerit Solutions Surviving Corporation”) (the Celerit Merger and Celerit Solutions Merger together, the “Mergers”). The Mergers shall have the effects set forth in the AR Merger Agreement and in the Arkansas Business Corporation Act of 1987 (the “ABCA”). On the Closing Date, SS-Merger Sub and S-Solutions Merger Sub filed Articles of Merger with the SOS AR, which are currently pending.

By virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the effective time of the Mergers (the “Effective Time”): (a) the Celerit Merger was completed, (b) all the properties, rights, privileges, powers and franchises of Celerit and S-CC Merger Sub vested in the Celerit Surviving Corporation, (c) all debts, liabilities and duties of Celerit and S-CC Merger Sub became the debts, liabilities and duties of Celerit Surviving Corporation, and (d) all the rights, privileges, immunities, powers and franchises of Celerit (as the Celerit Surviving Corporation) continue unaffected by the Celerit Merger. The Articles of Incorporation of Celerit as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law; and the Bylaws of Celerit as in effect immediately prior to the Effective Time shall be the bylaws of Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law.

By virtue of, and simultaneously with, the Celerit Solutions Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the Effective Time: (a) the Celerit Solutions Merger was completed, (b) all the properties, rights, privileges, powers and franchises of Celerit Solutions and S-Solutions Merger Sub vested in the Celerit Solutions Surviving Corporation, (c) all debts, liabilities and duties of Celerit Solutions and S-Solutions Merger Sub became the debts, liabilities and duties of Celerit Solutions Surviving Corporation, and (d) all the rights, privileges, immunities, powers and franchises of the Celerit Solutions (as the Celerit Solutions Surviving Corporation) continue unaffected by the Celerit Solutions Merger. The Articles of Incorporation of Celerit Solutions as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Celerit Solutions Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law; and the Bylaws of Celerit Solutions as in effect immediately prior to the Effective Time shall be the bylaws of Celerit Solutions Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law.

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Consideration

Aggregate consideration for the Mergers consists of (i) the sum of $2,695,000, subject to certain adjustments set forth in the AR Merger Agreement (the “Cash Consideration”), and (ii) four million (4,000,000) shares of Sollensys Common Stock (the “Sollensys Shares”). The Cash Consideration was paid to the Terry Rothwell via the issuance to the Terry Rothwell at the Closing of a promissory note of Sollensys (the “Note”). Additional consideration of $10,000 was paid to Terry Rothwell.

The foregoing summary is qualified in its entirety by reference to the full AR Merger Agreement, which is attached hereto as Exhibit 10.4 to this Current Report on Form 8-K and hereby incorporated by reference.

Promissory Note

Sollensys Corp issued a promissory note to Terry Rothwell with a principal amount of $2,695,000, bearing simple interest at a rate of 0.0001% to the maturity date, June 30, 2022, and, if not paid at maturity, the note accrues simple interest at 6% per year until paid. There is no penalty or premium for prepayment. In the event of a default, Sollensys Corp has agreed to pay Terry Rothwell’s reasonable legal fees and costs of collection.

The foregoing summary of the Note is qualified in its entirety by the full Note, which is Exhibit 10.5 to this Current Report on Form 8-K and is hereby incorporated by reference.

Audited Financial Statements

The AR Merger Agreement requires that the Parties cooperate with a Public Company Accounting Oversight Board-registered auditor to audit financial statements for years 2019, 2020 and 2021, in addition to completing a review of 2022 financials. The 2019 and 2020 audits have been completed. The AR Merger Agreement requires the filing of a Form 8-K with the SEC containing detailed results from the audit, in accordance with Securities Exchange Act of 1934, as amended, no later than 75 days of April 7, 2022.

Capital Stock

Each share of Celerit Common Stock held in the treasury of Celerit or owned by any direct or indirect wholly owned subsidiary of Celerit immediately prior to the Effective Time of the Merger, if any, were canceled and retired without any conversion or consideration paid in respect thereof and cease to exist. The shares of Celerit Common Stock issued and outstanding immediately prior to the Effective Time, other than with respect to shares owned by Celerit or any subsidiary of Celerit, were canceled and extinguished and automatically converted into the right to receive (i) the Note, and (ii) collectively, 3,880,000 of the Sollensys Shares, to be apportioned pro rata between the shares of Celerit Common Stock issued and outstanding immediately prior to the Effective Time.

Upon the terms and subject to the conditions set forth in the AR Merger Agreement, at the Effective Time, by virtue of the Celerit Merger and without any action on the part of any Party, each outstanding share of common stock of S-CC Merger Sub, par value $0.01 per share, shall be automatically and without further action converted into one validly issued, fully paid and non-assessable share of common stock of Celerit Surviving Corporation and such shares of common stock shall constitute the only outstanding capital stock of Celerit Surviving Corporation. Any certificate evidencing ownership of such shares of S-CC Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of Celerit Surviving Corporation.

Each share of Celerit Solutions Common Stock held in the treasury of Celerit Solutions or owned by any direct or indirect wholly owned subsidiary of Celerit Solutions immediately prior to the Effective Time of the Merger, if any, were canceled and retired without any conversion or consideration paid in respect thereof and cease to exist. The shares of Celerit Solutions Common Stock issued and outstanding immediately prior to the Effective Time, other than with respect to shares owned by Celerit Solutions or any subsidiary of Celerit Solutions shall be canceled and extinguished and automatically converted into the right to receive, collectively, 120,000 of the Sollensys Shares, to be apportioned pro rata between the shares of Celerit Solutions common stock issued and outstanding immediately prior to the Effective Time.

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Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Celerit Solutions Merger and without any action on the part of any Party other than as set forth herein, each outstanding share of common stock of S-Solutions Merger Sub, par value $0.01 per share, shall be automatically and without further action converted into one validly issued, fully paid and non-assessable share of common stock of Celerit Solutions Surviving Corporation and such shares of common stock shall constitute the only outstanding capital stock of Celerit Solutions Surviving Corporation. Any certificate evidencing ownership of such shares of S-Solutions Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of Celerit Solutions Surviving Corporation.

Real Estate Agreement

Terry Rothwell and George Rothwell are the members of CRE Holdings, LLC, an Arkansas limited liability company (“CRE”), owning two office buildings, a vacant commercial lot and a condominium. The office buildings are currently leased by Celerit. The Parties expect that, shortly after the Effective Date, Sollensys, CRE, Terry Rothwell and George Rothwell shall enter into an agreement (the “CRE Agreement”) related to the purchase by Sollensys of the two office buildings, a vacant commercial lot and a condominium, as well as other assets owned by CRE, Terry Rothwell and George Rothwell (the “CRE Transactions”). The purchase price for the CRE properties is $3,295,000. The closing of the CRE Transactions shall occur on a mutually agreement date and time in accordance with the terms and conditions of the CRE Agreement. If the closing does not occur on or before June 30, 2022, Collensys will be obligated to pay an monthly rent of $50,000 in addition to the then-existing lease obligations. The CRE Agreement and the CRE real estate transactions operate independently of the AR Merger Agreement and the other transactions contemplated therein.

The foregoing summary is qualified in its entirety by reference to the full draft CRE Agreement, which is attached hereto as Exhibit 10.6 to this Current Report on Form 8-K, which is hereby incorporated by reference.

Director Appointments

At Closing, (i) the Sollensys Board took such actions as required to expand the size of the Sollensys Board of Directors by one person, and to named Terry Rothwell as a director on the Sollensys Board; (ii) the Celerit Board took such actions as required to expand the size of the Celerit Board of Directors by two persons, and to add Anthony Nolte and Donald Beavers as directors on the Celerit Board, while retaining Terry Rothwell as a director on the Celerit Board; (iii) the Celerit Solutions Board took such actions as required to expand the size of the Celerit Solutions Board by two persons, and to add Anthony Nolte and Donald Beavers as determined by Sollensys as directors on the Celerit Solutions Board, to be effective as of the Closing.

Executive Employment Agreements

At Closing, Sollensys entered into (i) an employment agreement with Terry Rothwell pursuant to which Ms. Rothwell was appointed as the Chief Executive Officer of each of the Celerit Corporation and Celerit Solutions Corporation (the “Rothwell Employment Agreement”) and (ii) an employment agreement with Ron Harmon pursuant to which he was appointed as the Chief Operating Officer of each of the Celerit Corporation and Celerit Solutions Corporation (the “Harmon Employment Agreement” and, together with the Rothwell Employment Agreement, the “Employment Agreements”).

Pursuant to the Rothwell Employment Agreement, Terry Rothwell will be paid a base salary of $135,000 and an annual bonus of $210,000. Ms. Rothwell may be eligible for other bonuses. She will be an “at will” employee and the term of the Rothwell Employment Agreement is one year and subject to annual renewals.

Pursuant to the Harmon Employment Agreement, Ron Harmon will be paid a base salary of $240,000 and an annual bonus of $70,000. Mr. Harmon may be eligible for other bonuses. He will be an “at will” employee and the term of the Harmon Employment Agreement is one year and subject to annual renewals.

The foregoing summaries are qualified in their entirety by reference to the full Rothwell Employment Agreement and full Harmon Employment Agreement, which are attached hereto as Exhibits 10.7 and 10.8, respectively, and are hereby incorporated by reference.

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Banking and Credit Union Services Agreement

On April 7, 2022, Sollensys and Celerit entered into the Banking and Credit Union Services Agreement (the “Banking Agreement”), pursuant to which Sollensys assigned to Celerit exclusive rights and responsibility for sales, support and service of all Sollensys products and services offered to banks and financial institutions and assign to Celerit, or any agreements related thereto and execute all future similar agreements as Celerit.

The foregoing summary of the Banking Agreement is qualified in its entirety by reference to the full Banking Agreement, which is attached hereto as Exhibit 10.9 and incorporated by reference herein.

Server Agreement

The Rotherwell Sollensys Blockchain Archive Server Distribution Data Center Agreement (2 Units) was entered into April 7, 2022, by and among Terry Rothwell, George Benjamin Rothwell and Sollensys Corp. (the “Server Agreement”). The Rothwells collectively own two (2) Units of Sollensys Blockchain Archive Server Distributive Data Center, each loaded with Sollensys Application Software (R4 Enterprise)(the “Equipment”). Pursuant to the terms and conditions of the Server Agreement, Sollensys may use the Equipment in exchange for level monthly payments of $100,000 ($50,000 per server) from the servers’ revenue to Terry Rothwell and George Benjamin Rothwell, a married couple, as a joint and survivor annuity, payable until both Rothwells are deceased.

The foregoing summary of the Server Agreement is qualified in its entirety by reference to the full Server Agreement, which is attached hereto as Exhibit 10.10 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2022, Terry Rothwell was appointed to serve as a director of Sollensys, satisfying a closing condition of the AR Merger Agreement. Ms. Rothwell, age 70, is the Chief Executive Officer of Celerit. She founded the company as Technetics Corporation 40 years ago. The company was rebranded as Celerit, specializing in bank data services. Ms. Rothwell is a graduate of Arkansas Tech University, where she received a Bachelor of Science in Business Education. She is the recipient of numerous awards and honorary degrees. Ms. Rothwell has no familiar relationships with any other directors of executive officers of Sollensys. She does not serve as a director of any other corporations.

Item 7.01 Regulation FD.

On April 13, 2022, the Company issued a Press Release announcing the acquisition of a 5,044 sq. ft. data center facility in Little Rock, Arkansas. The Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Merger Agreement, dated as of October 26, 2021, by and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc., Celerit Corporation, Celerit Solutions Corporation, and Terry Rothwell (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 29, 2021).
10.2	Amendment to Merger Agreement, dated as of January 28, 2022, by and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry Rothwell (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2022).
10.3	Second Amendment to Merger Agreement, dated as of March 31, 2022, by and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry Rothwell (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the SEC on April 5, 2022).
10.4	Amended and Restated Merger Agreement, dated as of April 7, 2022, by and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry Rothwell.
10.5	Promissory Note issued April 7, 2022, by Sollensys Corp to Terry Rothwell in principal amount of $2,695,000,000.
10.6	Form of Real Estate Purchase Agreement, by and between Scare Holdings, LLC, Sollensys Corp, CRE Holdings, LLC, Terry Rothwell and George Benjamin Rothwell.
10.7	Executive Employment Agreement dated as of April 7, 2022, by and between Sollensys Corp and Terry Rothwell.
10.8	Executive Employment Agreement dated as of April 7, 2022, by and between Sollensys Corp and Ron Harmon.
10.9	Banking and Credit Union Services Agreement dated April 7, 2022, by and between Sollensys Corp and Celerit Corporation
10.10	Rothwell Sollensys Blockchain Archive Server Distributive Data Center Agreement (2 Units) dated April 7, 2022, by and among Terry Rothwell, George Rothwell and Sollensys Corp
99.1	Press release of the registrant dated April 13, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sollensys Corp
Date: April 13, 2022	By:	/s/ Donald Beavers
		Donald Beavers
		Chief Executive Officer

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EX-10.4

Exhibit 10.4

Amended and Restated Merger Agreement

by and among

Sollensys Corp.,

S-CC Merger Sub, Inc.,

S-Solutions Merger Sub, Inc.,

Celerit Corporation,

Celerit Solutions Corporation

and

Terry Rothwell

Table of Contents

Article I.		Definitions and Interpretation		2
	Section 1.01		Defined Terms	2
	Section 1.02		Interpretation	9
Article II.		The Transactions		9
	Section 2.01		Mergers and Effects of the Mergers	9
	Section 2.02		Effect; Effective Time	10
	Section 2.03		Merger Consideration	11
	Section 2.04		Effects on Securities	11
	Section 2.05		Effect on Capital Stock of Merger Subs	12
	Section 2.06		Taxes	12
	Section 2.07		CRE Holdings, LLC.	13
	Section 2.08		Actions at the Closing	13
	Section 2.09		Closing	14
	Section 2.10		Closing Deliverables	14
	Section 2.11		Working Capital Adjustment	16
	Section 2.12		Additional Closing Events	18
	Section 2.13		Expenses	18
	Section 2.14		Waiver Pursuant to the ABCA	18
Article III.		Representations and Warranties of the Shareholder		18
	Section 3.01		Organization and Qualification	19
	Section 3.02		Power and Authority	19
	Section 3.03		Authorization of Agreement; Etc.	19
	Section 3.04		No Conflict	20
	Section 3.05		Capitalization	20
	Section 3.06		Title to and Issuance of the Celerit Common Stock	20
	Section 3.07		Investment Representations	21
	Section 3.08		Litigation and Proceedings	22
	Section 3.09		Compliance	22
	Section 3.10		Regulatory Permits	23
	Section 3.11		Contracts	23
	Section 3.12		Absence of Certain Changes, Events and Conditions	23
	Section 3.13		Disclosure	25
	Section 3.14		Financial Statements	25
	Section 3.15		Intellectual Property	25
	Section 3.16		Environmental Laws	25
	Section 3.17		Title	25
	Section 3.18		Insurance	26
	Section 3.19		Tax Status	26
	Section 3.20		Transactions with Affiliates	26
	Section 3.21		Foreign Corrupt Practices	26
	Section 3.22		Money Laundering	27
	Section 3.23		Illegal or Unauthorized Payments; Political Contributions	27
	Section 3.24		Investment Company	27

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	Section 3.25		No Disqualification Events	27
	Section 3.26		No Brokers	27
	Section 3.27		Disclosure	27
Article IV.		Representations and Warranties of Sollensys		28
	Section 4.01		Organization	28
	Section 4.02		Power and Authority	28
	Section 4.03		Authorization of Agreement; Etc.	28
	Section 4.04		No Conflict	28
	Section 4.05		No Conflict with Other Instruments	28
	Section 4.06		No Brokers	29
	Section 4.07		Disclosure	29
Article V.		Covenants and Additional Agreements of the Parties		29
	Section 5.01		Notices of Certain Events	29
	Section 5.02		Access to Information	29
	Section 5.03		Limitation of Business Activities of the Company Prior to Closing	29
	Section 5.04		Consents of Third Parties	30
	Section 5.05		No-Shop	30
	Section 5.06		Additional Company Covenants	31
	Section 5.07		Audited Financial Statements	31
	Section 5.08		Shareholder Approval	32
	Section 5.09		No Contractual Lock Up	32
Article VI.		Conditions Precedent to the Obligations of the Sollensys Parties		32
	Section 6.01		Accuracy of Representations and Performance of Covenants	32
	Section 6.02		Due Diligence Review	33
	Section 6.03		No Governmental Prohibition	33
	Section 6.04		Consents	33
	Section 6.05		Shareholder Approval	33
	Section 6.06		Absence of Litigation	33
	Section 6.07		No Material Adverse Effect	33
	Section 6.08		Schedules and Other Information	33
Article VII.		Conditions Precedent to the Obligations of the Shareholder		33
	Section 7.01		Accuracy of Representations and Performance of Covenants	33
	Section 7.02		Due Diligence Review	34
	Section 7.03		No Governmental Prohibition	34
	Section 7.04		Absence of Litigation	34
	Section 7.05		No Material Adverse Effect	34
Article VIII.		Termination		34
	Section 8.01		Termination	34
	Section 8.02		Termination Costs	35
	Section 8.03		Effect of Termination	36
	Section 8.04		Default by the Sollensys	36
	Section 8.05		Default by Shareholder or the Companies	36

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Article IX.		Survival and Indemnification		37
	Section 9.01		Survival	37
	Section 9.02		Indemnification by Shareholder	37
	Section 9.03		Indemnification by Sollensys	37
	Section 9.04		Indemnification Procedures	37
	Section 9.05		Payments	39
	Section 9.06		Certain Limitations	39
	Section 9.07		Tax Treatment of Indemnification Payments	40
	Section 9.08		Effect of Investigation	40
	Section 9.09		Exclusive Remedy	40
	Section 9.10		Limitation on Damages	40
Article X.		Miscellaneous		41
	Section 10.01		Notices	41
	Section 10.02		Dispute Resolution	42
	Section 10.03		Governing Law	42
	Section 10.04		Waiver of Jury Trial	42
	Section 10.05		Specific Performance	43
	Section 10.06		Attorneys’ Fees	43
	Section 10.07		Confidentiality	43
	Section 10.08		Third-Party Beneficiaries	43
	Section 10.09		Expenses	43
	Section 10.10		Entire Agreement	43
	Section 10.11		Amendment or Waiver	44
	Section 10.12		Commercially Reasonable Efforts	44
	Section 10.13		Successors and Assigns	44
	Section 10.14		Counterparts	44

Exhibit
Exhibit A	Terry Rothwell Employment Agreement
Exhibit B	Ron Harmon Employment Agreement
Exhibit C	Form of Promissory Note
Exhibit D	Form of Banking and Credit Union Services Agreement
Exhibit E	Form of Archive Server Distribution Date Center Agreement

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Amended and Restated Merger Agreement

Dated as of April 7, 2022

This Amended and Restated Merger Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Amendment Date”), by and among (i) Sollensys Corp., a Nevada corporation (“Sollensys”); (ii) S-CC Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Sollensys (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Sollensys (“S-Solutions Merger Sub”); (iv) Celerit Corporation, an Arkansas corporation (the “Celerit”); (v) Celerit Solutions Corporation, an Arkansas corporation (“Celerit Solutions”); and (iv) Terry Rothwell (“Shareholder”). Each of Celerit and Celerit Solutions may be referred to herein individually as a “Company” and collectively as the “Companies”. Each of Sollensys, S-CC Merger Sub and S-Solutions Merger Sub may be referred to individually as a “Sollensys Party” and collectively as the “Sollensys Parties”. Each Sollensys Party, each Company and the Shareholder may be referred to herein collectively as the “Parties” and separately as a “Party”. The Parties acknowledge and agree that they are the parties to the Merger Agreement dated October 26, 2021, as amended by the Amendment to Merger Agreement dated January 28, 2022, as amended by the Second Amendment to Merger Agreement, dated March 31, 2022 (as so amended, the “Original Agreement”). Pursuant to Section 10.11 of the Original Agreement, the Original Agreement is hereby amended and restated in its entirety to provide as set forth in this Agreement.

WHEREAS, the Shareholder owns 100 shares of common stock, par value $10.00 per share of Celerit (the “Celerit Common Stock”), constituting 100% of the issued and outstanding Equity Securities (as defined below) of Celerit;

WHEREAS, the Shareholder owns 100 shares of common stock, par value $1.00 per share of Celerit Solutions (the “Celerit Solutions Common Stock”), constituting 100% of the issued and outstanding Equity Securities of Celerit Solutions;

WHEREAS, the Parties desire to undertake certain transactions pursuant to which, among other things, Celerit shall be merged with and into S-CC Merger Sub, with Celerit surviving, and Celerit Solutions will be merged with and into S-Solutions Merger Sub, with Celerit Solutions surviving, and in which transactions the Shareholder will receive certain cash consideration and other consideration as set forth herein, on the terms and subject to the conditions set forth herein (together with the other transactions contemplated herein, the “Transactions”);

WHEREAS, (i) the board of directors of Sollensys (“Sollensys Board”) has determined that the Transactions are desirable and in the best interests of Sollensys and its shareholders; (ii) the board of directors of S-CC Merger Sub (“S-CC Merger Sub Board”) has duly approved, adopted and declared advisable, this Agreement and the Celerit Merger (as defined below) and the Transactions, and recommended that Sollensys as the sole shareholder of S-CC Merger approve this Agreement, the Celerit Merger and the Transactions; (iii) the board of directors of S-Solutions Merger Sub (“S-Solutions Merger Sub Board”) has duly approved, adopted and declared advisable, this Agreement and the Celerit Solutions Merger (as defined below) and the Transactions, and recommended that Sollensys as the sole shareholder of S-Solutions Merger approve this Agreement, the Celerit Solutions Merger and the Transactions; (iv) the Board of Directors of Celerit the Board of Directors of Celerit (“Celerit Board”) has duly approved, adopted and declared advisable, this Agreement and the Celerit Merger and the Transactions, and recommended that the Shareholder as the sole shareholder of Celerit approve this Agreement, the Celerit Merger and the Transactions; and (v) the board of directors of Celerit Solutions (the “Celerit Solutions Board”) has duly approved, adopted and declared advisable, this Agreement and the Celerit Solutions Merger and the Transactions, and recommended that the Shareholder as the sole shareholder of Celerit Solutions approve this Agreement, the Celerit Solutions Merger and the Transactions; and

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WHEREAS, this Agreement is being entered into for the purpose of setting forth the terms and conditions of the Transactions;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: 

Article I. Definitions and Interpretation

Section 1.01 Defined Terms. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ABCA” has the meaning set forth in Section 2.02(a).

(b) “Accredited Investor” has the meaning set forth in Section 3.07(b).

(c) “Acquisition Inquiry” means an inquiry, indication of interest or request for nonpublic information that could reasonably be expected to lead to an Acquisition Proposal.

(d) “Acquisition Transaction” means any transaction or series of related transactions with a Person or “group” (as defined in the Exchange Act) concerning any (i) merger, consolidation, business combination, share exchange, joint venture or similar transaction involving either or both Companies or Shareholder pursuant to which such Person or “group” would own 5% or more of the consolidated assets, revenues or net income of either Company, (ii) sale, lease, license or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of either Company representing 5% or more of the consolidated assets, revenues or net income of either Company, (iii) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of any Equity Securities of either Company, (iv) transaction or series of transactions in which any Person or “group” would acquire beneficial ownership or the right to acquire beneficial ownership of any Equity Securities of either Company, including without limitation any shares of Celerit Common Stock or Celerit Solutions Common Stock, (v) action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.

(e) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

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(f) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(g) “Agreement” has the meaning set forth in the introductory paragraph hereof.

(h) “Audited Financial Statements” has the meaning set forth in Section 5.07.

(i) “Banking Agreement” has the meaning set forth in Section 2.08(f).

(j) “Basket” has the meaning set forth in Section 9.06(a).

(k) “Business Day” shall mean any day on which commercial banks are generally open for business in Nevada.

(l) “Cap” has the meaning set forth in Section 9.06(c).

(m) “Cash Consideration” has the meaning set forth in Section 2.03(a).

(n) “Celerit Articles of Merger” has the meaning set forth in Section 2.02(b)(i).

(o) “Celerit Board” has the meaning set forth in the recitals hereto.

(p) “Celerit Common Stock” has the meaning set forth in the recitals hereto.

(q) “Celerit Merger” has the meaning set forth in Section 2.01(a)(i).

(r) “Celerit Merger” has the meaning set forth in Section 2.01(a).

(s) “Celerit Solutions Articles of Merger” has the meaning set forth in Section 2.02(b)(i).

(t) “Celerit Solutions Board” has the meaning set forth in the recitals.

(u) “Celerit Solutions Common Stock” has the meaning set forth in the recitals.

(v) “Celerit Solutions Merger” has the meaning set forth in Section 2.01(a)(ii).

(w) “Celerit Solutions Surviving Corporation” has the meaning set forth in Section 2.01(a)(ii).

(x) “Celerit Solutions” has the meaning set forth in the introductory paragraph hereto.

(y) “Celerit Surviving Corporation” has the meaning set forth in Section 2.01(a)(i).

(z) “Celerit” has the meaning set forth in the introductory paragraph hereto.

(aa) “Closing Date” has the meaning set forth in Section 2.09.

(bb) “Closing Working Capital Statement” has the meaning set forth in Section 2.11(b).

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(cc) “Closing Working Capital” means: (a) the Current Assets of the Companies, less (b) the Current Liabilities of the Companies, determined as of the close of business on Closing Date, but without giving effect to the Transactions.

(dd) “Closing” has the meaning set forth in Section 2.09.

(ee) “Company Charter Documents” has the meaning set forth in Section 3.01(c).

(ff) “Company Default” has the meaning set forth in Section 8.01(c).

(gg) “Company Entities” has the meaning set forth in Section 3.01(b).

(hh) “Company Parties” means the Shareholder and the Company.

(ii) “Company” and “Companies” have the meanings set forth in the introductory paragraph hereof.

(jj) “CRE Agreement” has the meaning set forth in Section 2.07.

(kk) “CRE Transactions” has the meaning set forth in Section 2.07.

(ll) “CRE” has the meaning set forth in Section 2.07.

(mm) “Current Assets” means cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the portion of any prepaid expense of which Sollensys will not receive the benefit following the Closing, (b) deferred Tax assets and (c) receivables from any of either Company’s Affiliates, directors, employees, officers or stockholders and any of their respective Affiliates, determined using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements of the applicable Company for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end.

(nn) “Current Liabilities” means accounts payable, accrued Taxes and accrued expenses, but excluding payables to any of the either Company’s Affiliates, directors, employees, officers or stockholders and any of their respective Affiliates, deferred Tax liabilities and the current portion of long term debt, determined in accordance using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements of the applicable Company for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end.

(oo) “Derivatives” means any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Equity Securities of either Company or obligating either Company to issue or sell any of its Equity Securities.

(pp) “Direct Claim” has the meaning set forth in Section 9.04(c).

(qq) “Dispute” has the meaning set forth in Section 10.02(a).

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(rr) “Disputed Amounts” has the meaning set forth in Section 2.11(c)(iii).

(ss) “Disqualification Event” has the meaning set forth in Section 3.25.

(tt) “Effective Date” means October 26, 2021.

(uu) “Effective Time” has the meaning set forth in Section 2.02(c).

(vv) “Employment Agreements” has the meaning set forth in Section 2.08(d).

(ww) “Enforceability Exceptions” means (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally and (b) general principles of equity.

(xx) “Environmental Laws” has the meaning set forth in Section 3.16.

(yy) “Equity Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into or exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise acquire any security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning of the Exchange Act.

(zz) “Estimated Closing Working Capital Statement” has the meaning set forth in Section 2.11(a).

(aaa) “Estimated Closing Working Capital” has the meaning set forth in Section 2.11(a)

(bbb) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(ccc) “Financial Statements” has the meaning set forth in Section 3.14.

(ddd) “First Party” has the meaning set forth in Section 8.02(c).

(eee) “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

(fff) “Governmental Authorization” means any (a) consent, license, registration, or permit issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law; or (b) right under any Contract with any Governmental Authority.

(ggg) “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

(hhh) “Harmon Employment Agreement” has the meaning set forth in Section 2.08(d).

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(iii) “Indemnified Party” has the meaning set forth in Section 9.04.

(jjj) “Indemnifying Party” has the meaning set forth in Section 9.04.

(kkk) “Independent Accountants” has the meaning set forth in Section 2.11(c)(iii).

(lll) “Intellectual Property” means trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights.

(mmm) “Issuer Covered Person” has the meaning set forth in Section 3.25.

(nnn) “Knowledge of the Shareholder” means the knowledge, assuming due inquiry, of the Shareholder or any director or executive officer of either Company.

(ooo) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

(ppp) “Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

(qqq) “Losses” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include (i) punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party or (ii) lost profits or consequential damages, in any case.

(rrr) “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the affected Party, or (b) the ability of the affected Party to consummate the Transactions on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States economy or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the affected Party operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; or (iv) conditions caused by acts of terrorism or war (whether or not declared); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on the affected Party compared to other participants in the industries in which the affected Party conducts its business.

(sss) “Merger Consideration” has the meaning set forth in Section 2.03(a).

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(ttt) “Mergers” has the meaning set forth in Section 2.01(b).

(uuu) “Note” has the meaning set forth in Section 2.03(b).

(vvv) “Notice of Dispute” has the meaning set forth in Section 10.02(b).

(www) “Ordinary Course of Business” means an action which is taken in the ordinary course of the normal day-to-day operations of the Person taking such action consistent with the past practices of such Person, is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

(xxx) “Original Agreement” has the meaning set forth in the introductory paragraph hereto.

(yyy) “Parties” and “Party” have the meanings set forth in the introductory paragraph hereof.

(zzz) “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

(aaaa) “Post-Closing Adjustment” has the meaning set forth in Section 2.11(b).

(bbbb) “Regulation S” has the meaning set forth in Section 3.07(f).

(cccc) “Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

(dddd) “Resolution Period” has the meaning set forth in Section 2.11(c)(ii).

(eeee) “Review Period” has the meaning set forth in Section 2.11(c)(i).

(ffff) “Rothwell Employment Agreement” has the meaning set forth in Section 2.08(d).

(gggg) “Rule 144” has the meaning set forth in Section 3.07(f).

(hhhh) “S-CC Merger Sub Board” has the meaning set forth in the recitals.

(iiii) “S-CC Merger Sub” has the meaning set forth in the introductory paragraph hereof.

(jjjj) “SEC” means the United States Securities and Exchange Commission.

(kkkk) “Second Party” has the meaning set forth in Section 8.02(c).

(llll) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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(mmmm) “Securities” has the meaning set forth in Section 3.07(a).

(nnnn) “Selected Courts” has the meaning set forth in Section 10.03.

(oooo) “Server Agreement” has the meaning set forth in Section 2.08(g).

(pppp) “Shareholder Disclosure Schedules” has the meaning set forth in the introductory paragraph to Article III.

(qqqq) “Shareholder Indemnified Party” and “Shareholder Indemnified Parties” have the meanings set forth in Section 9.03.

(rrrr) “Shareholder” has the meaning set forth in the introductory paragraph hereof.

(ssss) “Sollensys Board” has the meaning set forth in the recitals hereto.

(tttt) “Sollensys Common Stock” means the common stock, par value $0.001 per share, of Sollensys.

(uuuu) “Sollensys Default” has the meaning set forth in Section 8.01(d).

(vvvv) “Sollensys Indemnified Party” has the meaning set forth in Section 9.02.

(wwww) “Sollensys Parties” has the meaning set forth in the introductory paragraph hereof.

(xxxx) “Sollensys Shares” has the meaning set forth in Section 2.03(a).

(yyyy) “Sollensys” has the meaning set forth in the introductory paragraph hereof.

(zzzz) “S-Solutions Merger Sub Board” has the meaning set forth in the recitals.

(aaaaa) “S-Solutions Merger Sub” has the meaning set forth in the introductory paragraph hereof.

(bbbbb) “Statement of Objections” has the meaning set forth in Section 2.11(c)(ii).

(ccccc) “Surviving Representations” has the meaning set forth in Section 9.01(a).

(ddddd) “Tax” or “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

(eeeee) “Technetics” has the meaning set forth in Section 3.01(b).

(fffff) “Third-Party Claim” has the meaning set forth in Section 9.04(a).

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(ggggg) “Transaction Documents” means this Agreement, the Celerit Articles of Merger, the Celerit Solutions Articles of Merger, the Note, and any other document, certificate or agreement to be delivered hereunder or in connection with the Transactions.

(hhhhh) “Transactions” has the meaning set forth in the recitals hereto.

(iiiii) “Undisputed Amounts” has the meaning set forth in Section 2.11(c)(iii).

Section 1.02 Interpretation. Unless the express context otherwise requires (i) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; (v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender; (vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. The Transactions

Section 2.01 Mergers and Effects of the Mergers.

(a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date:

(i) Celerit shall be merged with and into S-CC Merger Sub (the “Celerit Merger”), and the separate corporate existence of S-CC Merger Sub shall thereupon cease and Celerit shall survive as the surviving corporation (the “Celerit Surviving Corporation”); and

(ii) Celerit Solutions will be merged with and into S-Solutions Merger Sub (the “Celerit Solutions Merger”), and the separate corporate existence of S-Solutions Merger Sub shall thereupon cease and Celerit Solutions shall survive as the surviving corporation (the “Celerit Solutions Surviving Corporation”).

(b) The Celerit Merger and the Celerit Solutions Merger may be referred to herein collectively as the “Mergers”.

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Section 2.02 Effect; Effective Time.

(a) The Mergers shall have the effects set forth in this Agreement and in the Arkansas Business Corporation Act of 1987 (the “ABCA”).

(b) On the Closing Date:

(i) The Parties will cause the Celerit Merger to be consummated by filing of Articles of Merger with respect to the Celerit Merger with the Secretary of State of the State of Arkansas as provided the ABCA (the “Celerit Articles of Merger”); and the Celerit Merger shall become effective at the time when the Celerit Articles of Merger have been duly filed with the Secretary of State of the State of Arkansas, or at such later time as may be agreed by the Parties in writing and specified in the Celerit Articles of Merger; and

(ii) The Parties will cause the Celerit Solutions Merger to be consummated by filing of Articles of Merger with respect to the Celerit Solutions Merger with the Secretary of State of the State of Arkansas as provided the ABCA (the “Celerit Solutions Articles of Merger”); and the Celerit Solutions Merger shall become effective at the time when the Celerit Solutions Articles of Merger have been duly filed with the Secretary of State of the State of Arkansas, or at such later time as may be agreed by the Parties in writing and specified in the Celerit Solutions Articles of Merger.

(c) The date and time at which the Mergers become effective is referred to in this Agreement as the “Effective Time”.

(d) Without limiting the generality of the foregoing, and subject thereto, at the Effective Time:

(i) by virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the filing of documents required by the Secretary of State of the State of Arkansas or as otherwise required pursuant to applicable Law) on the part of the Parties, (a) the Celerit Merger shall be completed, (b) all the properties, rights, privileges, powers and franchises of Celerit and S-CC Merger Sub shall vest in the Celerit Surviving Corporation, (c) all debts, liabilities and duties of Celerit and S-CC Merger Sub shall become the debts, liabilities and duties of Celerit Surviving Corporation, and (d) all the rights, privileges, immunities, powers and franchises of Celerit (as the Celerit Surviving Corporation) shall continue unaffected by the Celerit Merger; and

(ii) by virtue of, and simultaneously with, the Celerit Solutions Merger and without any further action (other than the filing of documents required by the Secretary of State of the State of Arkansas or as otherwise required pursuant to applicable Law) on the part of the Parties, (a) the Celerit Solutions Merger shall be completed, (b) all the properties, rights, privileges, powers and franchises of Celerit Solutions and S-Solutions Merger Sub shall vest in the Celerit Solutions Surviving Corporation, (c) all debts, liabilities and duties of Celerit Solutions and S-Solutions Merger Sub shall become the debts, liabilities and duties of Celerit Solutions Surviving Corporation, and (d) all the rights, privileges, immunities, powers and franchises of the Celerit Solutions (as the Celerit Solutions Surviving Corporation) shall continue unaffected by the Celerit Solutions Merger.

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(e) The Articles of Incorporation of Celerit as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable Law; and the Bylaws of Celerit as in effect immediately prior to the Effective Time shall be the bylaws of Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable Law.

(f) The Articles of Incorporation of Celerit Solutions as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Celerit Solutions Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable Law; and the Bylaws of Celerit Solutions as in effect immediately prior to the Effective Time shall be the bylaws of Celerit Solutions Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable Law.

Section 2.03 Merger Consideration.

(a) For purposes herein, “Merger Consideration” shall mean (i) the sum of $2,695,000.00, as the same may be adjusted as set forth herein (the “Cash Consideration”), and (ii) four million (4,000,000) shares of Sollensys Common Stock (the “Sollensys Shares”). The closing price for the Sollensys Common Stock on October 25, 2021 was $7.00 per share.

(b) The Cash Consideration shall be paid to the Shareholder via the issuance to the Shareholder at the Closing (as defined below) of a promissory note of Sollensys in the form as attached hereto as Exhibit C (the “Note”) and in accordance with the terms and conditions herein and in such Note, which Note shall be due and payable on or before June 30, 2022, and if not repaid at that time will bear interest thereafter at the rate of 6% annually.

(c) The Parties acknowledge and agree that the sum of $10,000 shall be paid to Shareholder on the Amendment Date, which amount shall be retained by Shareholder whether or not the transactions herein are completed.

Section 2.04 Effects on Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Mergers and without any action on the part of any Party other than as set forth herein, the following shall occur:

(a) Celerit Common Stock.

(i) Cancellation of Treasury Stock. Each share of Celerit Common Stock held in the treasury of Celerit or owned by any direct or indirect wholly owned subsidiary of Celerit immediately prior to the Effective Time, if any, shall be canceled and retired without any conversion or consideration paid in respect thereof and shall cease to exist.

(ii) Conversion of Celerit Common Stock. The shares of Celerit Common Stock issued and outstanding immediately prior to the Effective Time, other than with respect to shares owned by Celerit or any subsidiary of Celerit, which shall be governed by Section 2.04(a)(i), shall be canceled and extinguished and automatically converted into the right to receive (i) the Note, and (ii) collectively, 3,880,000 of the Sollensys Shares, to be apportioned pro rata between the shares of Celerit Common Stock issued and outstanding immediately prior to the Effective Time.

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(b) Celerit Solutions Common Stock.

(i) Cancellation of Treasury Stock. Each share of Celerit Solutions Common Stock held in the treasury of Celerit Solutions or owned by any direct or indirect wholly owned subsidiary of Celerit Solutions immediately prior to the Effective Time, if any, shall be canceled and retired without any conversion or consideration paid in respect thereof and shall cease to exist.

(ii) Conversion of Celerit Solutions Common Stock. The shares of Celerit Solutions Common Stock issued and outstanding immediately prior to the Effective Time, other than with respect to shares owned by Celerit Solutions or any subsidiary of Celerit Solutions, which shall be governed by Section 2.04(b)(i), shall be canceled and extinguished and automatically converted into the right to receive, collectively, 120,000 of the Sollensys Shares, to be apportioned pro rata between the shares of Celerit Solutions Common Stock issued and outstanding immediately prior to the Effective Time.

Section 2.05 Effect on Capital Stock of Merger Subs.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Celerit Merger and without any action on the part of any Party other than as set forth herein, each outstanding share of common stock of S-CC Merger Sub, par value $0.01 per share, shall be automatically and without further action converted into one validly issued, fully paid and non-assessable share of common stock of Celerit Surviving Corporation and such shares of common stock shall constitute the only outstanding capital stock of Celerit Surviving Corporation. Any certificate evidencing ownership of such shares of S-CC Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of Celerit Surviving Corporation.

(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Celerit Solutions Merger and without any action on the part of any Party other than as set forth herein, each outstanding share of common stock of S-Solutions Merger Sub, par value $0.01 per share, shall be automatically and without further action converted into one validly issued, fully paid and non-assessable share of common stock of Celerit Solutions Surviving Corporation and such shares of common stock shall constitute the only outstanding capital stock of Celerit Solutions Surviving Corporation. Any certificate evidencing ownership of such shares of S-Solutions Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of Celerit Solutions Surviving Corporation.

Section 2.06 Taxes. The Shareholder shall be responsible for the payment of any and all taxes that may be imposed on the Shareholder pursuant to the Transactions, including, without limitation, as a result of the receipt of the Merger Consideration.

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Section 2.07 CRE Holdings, LLC. The Parties acknowledge and agree that Shareholder and George Rothwell are the members of CRE Holdings, LLC, an Arkansas limited liability company (“CRE”). The Parties expect that, shortly after the Amendment Date, Sollensys, CRE, Shareholder and George Rothwell shall enter into an agreement (the “CRE Agreement”) related to the purchase by Sollensys of certain real estate and other assets owned by CRE, Shareholder and George Rothwell (the “CRE Transactions”). The closing of the CRE Transactions shall occur in accordance with the terms and conditions of the CRE Agreement and the CRE Agreement and the CRE Transactions shall operate independently of this Agreement and the transactions contemplated herein.

Section 2.08 Actions at the Closing. At the Closing, the Parties shall undertake the following actions:

(a) The Sollensys Board shall undertake such actions as required to expand the size of the Sollensys Board by one (1) person, and to name Shareholder as a director on the Sollensys Board, to be effective as of the Closing.

(b) The Celerit Board shall undertake such actions as required to expand the size of the Celerit Board by two persons, and to add Anthony Nolte and Donald Beavers as directors on the Celerit Board, to be effective as of the Closing, while retaining Shareholder as a director on the Celerit Board.

(c) The Celerit Solutions Board shall undertake such actions as required to expand the size of the Celerit Solutions Board by two persons, and to add Anthony Nolte and Donald Beavers as determined by Sollensys as directors on the Celerit Solutions Board, to be effective as of the Closing.

(d) Sollensys shall enter into (i) an employment agreement with Shareholder pursuant to which Shareholder shall be engaged as the Chief Executive Officer of each of the Companies, substantially in the form as attached hereto as Exhibit A (the “Rothwell Employment Agreement”) and (ii) an employment agreement with Ron Harmon pursuant to which Ron Harmon shall be engaged as the Chief Operating Officer of each of the Companies, substantially in the form as attached hereto as Exhibit B (the “Harmon Employment Agreement” and, together with the Rothwell Employment Agreement, the “Employment Agreements”).

(e) The net debt payable among Celerit, Shareholder and CRE amounts to $670,069.82 of debt owed by Celerit and payable to Shareholder, which debt shall be forgiven or converted to paid in capital to Celerit, to be completed either prior to or at the Closing, and in a form as reasonably agreeable to Sollensys.

(f) At the Closing, Sollensys and Celerit shall enter into the Banking and Credit Union Services Agreement in the form as attached hereto as Exhibit D (the “Banking Agreement”), pursuant to which Sollensys shall assign to Celerit exclusive rights and responsibility for sales, support and service of all Sollensys products and services offered to banks and financial institutions and shall assign to Celerit, or initially execute in Celerit, any agreements related thereto.

(g) At the Closing, Sollensys, Shareholder and George Benjamin Rothwell shall enter into the Archive Server Distribution Date Center Agreement in the form as attached hereto as Exhibit E (the “Server Agreement”), and pursuant to which Sollensys shall pay to Shareholder and George Benjamin Rothwell, collectively, the sum of $100,000 per month of the revenue from two (2) Server Centers, until the second to die of Shareholder and George Benjamin Rothwell, subject to the terms of the Server Agreement.

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Section 2.09 Closing. The closing of the Transactions (the “Closing”) shall occur on the third Business Day following the satisfaction or waiver (by the Party for whose benefit the condition exists) of the conditions to closing as set forth in Section 5.08(d) and Article VII or on such other date and at such other time and place as the Parties shall agree in writing (the “Closing Date”), by electronic delivery, overnight delivery, and wire transfers.

Section 2.10 Closing Deliverables.

(a) At the Closing, the Companies and the Shareholder shall deliver to Sollensys:

(i) a certificate of a duly authorized officer of each Company and of the Shareholder, dated as of the Closing Date, in form and substance satisfactory to Sollensys: (1) attaching and certifying copies of the resolutions of the Celerit Board, the Celerit Solutions Board and the Shareholder as the sole shareholder of each of the Companies relating to this Agreement, the other Transaction Documents and the Transactions; (2) certifying the name, title and true signature of each officer of each Company executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (3) attaching and certifying (A) a true, correct and complete copy of the Company Charter Documents, certified by the Secretary of State of the State of Arkansas; and (B) a certificate of good standing and legal existence of each Company issued by the Secretary of State of the State of Arkansas and dated as of a date no earlier than three Business Days prior to the Closing Date; and (4) certifying that the matters set forth in Section 6.01 and Section 6.04 are true and correct;

(ii) reasonable evidence of the completion of the matters as set forth in Section 2.08(b), Section 2.08(c) and Section 2.08(e);

(iii) the Employment Agreements as referenced in Section 2.08(d), duly executed by Shareholder and Ron Harmon, as applicable;

(iv) a copy of the Note, duly countersigned by Shareholder;

(v) a copy of the Banking Agreement, duly executed by an authorized officer of Celerit;

(vi) A copy of the Server Agreement, duly executed by Shareholder and George Benjamin Rothwell; and

(vii) such other documents as Sollensys may reasonably request for the purpose of evidencing the accuracy of any of Shareholder’s representations and warranties; evidencing the performance by the Shareholder and the Companies of, or the compliance by the Shareholder and the Companies with, any covenant or obligation required to be performed or complied with by the Shareholder or the Companies hereunder, or otherwise facilitating the consummation or performance of any of the Transactions.

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(b) At the Closing, Sollensys shall:

(i) Deliver to the Shareholder a certificate of the Secretary of Sollensys, dated as of the Closing Date, in form and substance satisfactory to the Company (i) attaching and certifying copies of any resolutions of the Sollensys Board relating to this Agreement, the other Transaction Documents and the Transactions; (ii) certifying the name, title and true signature of each officer of each Sollensys Party executing or authorized to execute this Agreement, the Transaction Documents, and such other documents, instruments and certifications required or contemplated hereby or thereby; (iii) attaching and certifying a certificate of good standing and legal existence of Sollensys issued by the Secretary of State of the State of Nevada and dated as of a date no earlier than three Business Days prior to the Closing Date and attaching and certifying a certificate of good standing and legal existence of each of S-CC Merger Sub and S-Solutions Merger Sub issued by the Secretary of State of the State of Arkansas and dated as of a date no earlier than three Business Days prior to the Closing Date; and (iv) certifying that the matters set forth in Section 7.01 are true and correct;

(ii) Record the Shareholder as the record and beneficial owner of the Sollensys Shares in the books and records of the Company (and the Parties agree that the Sollensys Shares shall not be certificated);

(iii) Deliver to Shareholder the Employment Agreements as referenced in Section 2.08(d), duly executed by Sollensys;

(iv) Deliver to the Shareholder a copy of the Note, duly executed by an authorized officer of Sollensys;

(v) Deliver to the Shareholder a copy of the Banking Agreement, duly executed by an authorized officer of Sollensys;

(vi) Deliver to the Shareholder a copy of the Server Agreement, duly executed by an authorized officer of Sollensys; and

(vii) Deliver to the Shareholder such other documents as Shareholder may reasonably request for the purpose of evidencing the accuracy of any of Sollensys’ representations and warranties; evidencing the performance by Sollensys of, or the compliance by Sollensys with, any covenant or obligation required to be performed or complied with by Sollensys hereunder; or otherwise facilitating the consummation or performance of any of the Transactions.

(c) At the Closing, the Parties shall file the Celerit Articles of Merger and the Celerit Solutions Articles of Merger with the Secretary of State of the State of Arkansas and shall cause the same to become effective.

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Section 2.11 Working Capital Adjustment.

(a) At least three (3) Business Days before the Closing, Shareholder shall prepare and deliver to Sollensys a statement setting forth its good faith estimate of Closing Working Capital of the Companies (the “Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Executive Officer of each Company that the Estimated Closing Working Capital Statement was prepared in using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for each Company for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of a fiscal year end. In the event that the Estimated Closing Working Capital is a negative number, the principal amount of the Note shall be reduced by the amount of the Estimated Closing Working Capital. In the event that the Estimated Closing Working Capital is a positive number, no adjustment shall be made to the principal amount of the Note or the Merger Consideration.

(b) Within 120 days after the Closing Date, Sollensys shall prepare and deliver to Shareholder a statement setting forth Sollensys’ calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Executive Officer of Sollensys that the Closing Working Capital Statement was prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements of the Companies for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared as of a fiscal year end. The post-closing adjustment shall be an amount equal to (i) the Closing Working Capital, if a positive number, plus (ii) the amount of the Estimated Closing Working Capital if such Estimated Closing Working Capital was a negative number, (such final amount, the “Post-Closing Adjustment”) and such amount, if a positive number, shall be paid to Shareholder as set forth in Section 2.11(c)(vi).

(c) Examination and Review.

(i) After receipt of the Closing Working Capital Statement, Shareholder shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Shareholder’s accountants shall have full access to the books and records of the Companies, the personnel of, and work papers prepared by, Sollensys and/or Sollensys’ accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Sollensys’ possession) relating to the Closing Working Capital Statement as Shareholder may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Sollensys or the Companies.

(ii) On or prior to the last day of the Review Period, Shareholder may object to the Closing Working Capital Statement by delivering to Sollensys a written statement setting forth Shareholder’s objections in reasonable detail, indicating each disputed item or amount and the basis for Shareholder’s disagreement therewith (the “Statement of Objections”). If Shareholder fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement shall be deemed to have been accepted by Shareholder. If Shareholder delivers the Statement of Objections before the expiration of the Review Period, Sollensys and Shareholder shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Sollensys and Shareholder, shall be final and binding.

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(iii) If Shareholder and Sollensys fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”) and any amounts not so disputed (the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants other than Shareholder’s or either Company’s accountants or Sollensys’ accountants as jointly determined by Sollensys and Shareholder (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. In the event that Sollensys and Shareholder cannot agree on the identity of an Independent Accountant within ten (10) days of the commencement on such efforts to agree, each of Sollensys and Shareholder shall select one party meeting the requirements of an “Independent Accountant” above, and those two parties shall jointly select the party who shall act as the Independent Accountants. The Parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively.

(iv) Shareholder shall pay a portion of the fees and expenses of the Independent Accountants equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Sollensys (that being the difference between the Independent Accountants’ determination and Shareholder’s determination) and the denominator of which is the total amount of Disputed Amounts submitted to the Independent Accountants (that being the sum total by which Sollensys’ determination and Shareholder’s determination differ from the determination of the Independent Accountants). Sollensys shall pay that portion of the fees and expenses of the Independent Accountants that Shareholder is not required to pay hereunder.

(v) The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties.

(vi) Except as otherwise provided herein, any payment of the Post-Closing Adjustment, if any, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.11(c)(v); and (B) be paid by wire transfer of immediately available funds to such account as is directed by Shareholder.

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(d) Any payments made pursuant to this Section 2.11 shall be treated as an adjustment to the Merger Consideration by the Parties for Tax purposes, unless otherwise required by Law.

Section 2.12 Additional Closing Events. At and following the Closing, the Parties shall each execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered), any and all certificates, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence Transactions.

Section 2.13 Expenses. Following the Effective Date and prior to the Closing, Shareholder or the Companies, as elected by Shareholder, shall reimburse the Sollensys Parties for the legal costs incurrent by the Sollensys Parties with respect to the Transactions and the preparation of the Transaction Documents to the extent incurred by any Sollensys Party on or after October 18, 2021, up to a maximum amount of $25,000, with such reimbursement to be completed within 5 Business Days of Sollensys’ delivery of an invoice to the Shareholder with respect thereto. In the event that such expenses are not reimbursed by Shareholder or the Companies, as applicable, prior to the Closing, the Principal Amount of the Note issued at the Closing shall be reduced by the amount of such unreimbursed expenses. The provisions of this Section 2.13 shall survive the Closing and any expiration or termination of this Agreement.

Section 2.14 Waiver Pursuant to the ABCA. Pursuant to the provisions of Section 4-27-707 of the ABCA, Shareholder hereby irrevocably and permanently waives compliance by each of the Companies with the provisions of the ABCA requiring any notice related to the Transactions, including, without limitation, the notice requirements as set forth Subchapter 13 of the ABCA. Shareholder hereby irrevocably and permanently waives compliance by each of the Companies with the dissenters’ rights provisions in the ABCA, and acknowledges and agrees that Shareholder hereby irrevocably waives any and all rights that Shareholder may have pursuant to the ABCA to dissent from the Transactions and to obtain payment for the shares of capital stock of each Company as held by Shareholder. In the event that the forgoing waivers are not effective for any reason, Shareholder acknowledges and agrees that the Merger Consideration received by Shareholder is fair and adequate consideration for the shares of capital stock of each Company as held by Shareholder and shall be deemed paid by each applicable Company to Shareholder in full satisfaction of any rights Shareholder may still retain related to dissenters’ rights pursuant to the ABCA. In the event that the Closing occurs, Shareholder covenants and agrees that Shareholder shall forever refrain from commencing any actions or proceeding relating to dissenters’ rights under the ABCA against any Party, and shall indemnify each other Party for all costs and expenses and amounts required to be paid by any Party as a result of any breach of the covenants and agreements in this sentence. Shareholder acknowledges, represents and warrants that Shareholder has been advised by legal counsel in connection with the waivers set forth in this Section 2.14, is aware of the implications of the waivers set forth in this Section 2.14 and is providing such waivers freely and of Shareholders’ own accord.

Article III. Representations and Warranties of the Shareholder

As an inducement to the consummation of the Transactions, the Shareholder represents and warrants to the Sollensys Parties as follows, except as set forth on the disclosure schedules provided by Shareholder to the Sollensys Parties on the Effective Date (the “Shareholder Disclosure Schedules”) and referencing the section of this Article III to which such disclosure relates:

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Section 3.01 Organization and Qualification.

(a) Each Company is duly organized, validly existing, and in good standing under the Laws of the State of Arkansas and has the power and is duly authorized under all applicable Laws, regulations, ordinances and orders of public authorities, to carry on its business in all material respects as it is now being conducted. To the Knowledge of the Shareholder, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail the power and authority or qualification of either Company within such jurisdiction.

(b) Celerit owns 100% of the Equity Securities of Technetics Management Corporation, an Arkansas corporation (“Technetics”). Technetics is duly organized, validly existing, and in good standing under the Laws of the State of Arkansas and has the power and is duly authorized under all applicable Laws, regulations, ordinances and orders of public authorities, to carry on its respective business in all material respects as it is now being conducted. To the Knowledge of the Shareholder, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail the power and authority or qualification of Technetics within such applicable jurisdiction. Other than Technetics, neither Celerit nor Celerit Solutions owns any Equity Securities of any other Person. Celerit, Celerit Solutions and Technetics may be referred to herein collectively as the “Company Entities”.

(c) Each Company has taken all actions required by law, its respective Articles of Incorporation, Bylaws and other corporate documents and agreements (collectively, the “Company Charter Documents”), or otherwise to authorize the execution and delivery of this Agreement.

Section 3.02 Power and Authority.

(a) Each Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate Transactions. The Celerit Board and the Celerit Solutions Board have each authorized the execution and delivery of this Agreement by the Company.

(b) Shareholder has all requisite power and authority to execute, deliver and perform Shareholder’s obligations under this Agreement and to consummate Transactions.

Section 3.03 Authorization of Agreement; Etc.

(a) The execution, delivery and performance of this Agreement by each Company, and the consummation of Transactions, have been duly authorized by the shareholders of each applicable Company. This Agreement has been duly executed and delivered on behalf of each Company. This Agreement constitutes a valid and binding obligation of each Company enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. 

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(b) The execution, delivery and performance of this Agreement by Shareholder, have been duly authorized by all applicable Persons with respect to the Shareholder. This Agreement has been duly executed and delivered by Shareholder. This Agreement constitutes a valid and binding obligation of Shareholder enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought

Section 3.04 No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not violate any provision of the Company Charter Documents; (ii) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which the Company or either Shareholder is a party or to which any of the Company Entities’ assets, properties or operations are subject; (iii) violate any provision of Law, statute, rule, regulation or executive order to which any of the Company Entities or Shareholder is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to any of the Company Entities or Shareholder.

Section 3.05 Capitalization.

(a) The authorized shares of capital stock of Celerit consists of 1,000 shares of common stock, par value $10.00 per share, of which there are 100 shares of Celerit Common Stock issued and outstanding and all of which are owned by Shareholder.

(b) The authorized shares of capital stock of Celerit Solutions consists of 1,000 shares of common stock, par value $1.00 per share, of which there are 100 shares of Celerit Solutions Common Stock issued and outstanding and all of which are owned by Shareholder.

(c) None of the outstanding shares of Celerit Common Stock or Celerit Solutions Common Stock were issued in violation of the preemptive or other rights of any shareholders or other Person.

(d) There are no outstanding or authorized Derivatives, and neither Company has any outstanding or authorized any stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the shares of Celerit Common Stock or Celerit Solutions Common Stock.

(e) The issued and outstanding shares of Celerit Common Stock and Celerit Solutions Common Stock are duly authorized and, when acquired and paid for in accordance with the applicable Transaction Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by either Company or the Shareholder, other than restrictions on transfer provided for in the Transaction Documents and under applicable Laws.

Section 3.06 Title to and Issuance of the Celerit Common Stock. The Shareholder is, and on the Closing Date will be, the record and beneficial owner and holder of all of the issued and outstanding shares of Celerit Common Stock and of all of the issued and outstanding shares of Celerit Solutions Common Stock, free and clear of all Liens. None of the shares of Celerit Common Stock and none of the shares of Celerit Solutions Common Stock are subject to pre-emptive or similar rights, either pursuant to any Company Charter Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any shares of Celerit Common Stock or any shares of Celerit Solutions Common Stock or other Equity Securities of either Company from the Shareholder or either Company.

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Section 3.07 Investment Representations

(a) Investment Purpose. As of the Effective Date and as of the Closing Date, Shareholder understands and agrees that the consummation of this Agreement including the delivery of the Sollensys Shares and the Note (collectively, the “Securities”) to the Shareholder in the Mergers as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Securities being acquired by the Shareholder are being acquired by the Shareholder for the Shareholder’s own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

(b) Investor Status. Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”). Shareholder has been furnished with all documents and materials relating to the business, finances and operations of the Company and its subsidiaries and information that Shareholder requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.

(c) Reliance on Exemptions. Shareholder understands that the Securities are being offered and sold to Shareholder in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that Sollensys is relying upon the truth and accuracy of, and Shareholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Shareholder set forth herein in order to determine the availability of such exemptions and the eligibility of Shareholder to acquire the Securities.

(d) Information. Shareholder and Shareholder’s advisors, if any, have been furnished with all materials relating to the business, finances and operations of Sollensys and materials relating to the offer and sale of the Securities which have been requested by Shareholder and his or her advisors. Shareholder and Shareholder’s advisors, if any, have been afforded the opportunity to ask questions of Sollensys. Shareholder understands that Shareholder’s investment in the Securities involves a significant degree of risk. Shareholder is not aware of any facts that may constitute a breach of Shareholder’s representations and warranties made herein.

(e) Governmental Review. Shareholder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

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(f) Transfer or Resale. Shareholder understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the Securities Act, (b) Shareholder shall have delivered to Sollensys, at the cost of Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by Sollensys, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Shareholder who agrees to sell or otherwise transfer the Securities only in accordance with this Section 3.07 and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), and Shareholder shall have delivered to Sollensys, at the cost of the Shareholder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by Sollensys; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither Sollensys nor any other person is under any obligation to register such Securities under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption thereunder (in each case).

(g) Legends. Shareholder understands that the Securities, until such time as the Securities have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a standard Rule 144 legend and a stop-transfer order may be placed against transfer of the certificates for such Securities.

Section 3.08 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the Knowledge of the Shareholder after reasonable investigation, threatened, by or against any Company Entity or affecting any Company Entity or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. To the Knowledge of the Shareholder, no Company Entity is in default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 3.09 Compliance. To the Knowledge of the Shareholder, no Company Entity (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice, lapse of time or both, would result in a default by any Company Entity under), nor has any Company Entity received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority; or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local Laws relating to taxes, registration as a charitable organization, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect with respect to any Company Entity.

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Section 3.10 Regulatory Permits. Each Company Entity possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its businesses as presently conducted, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect with respect to any Company Entity, and no Company Entity has received any notice of proceedings relating to the revocation or modification of any such permit.

Section 3.11 Contracts.

(a) All contracts, agreements, franchises, license agreements, and other commitments to which any Company Entity is a party or by which its properties are bound and which are material to the operations of any Company Entity are valid and enforceable by the applicable Company Entity in all respects, except as limited by bankruptcy and insolvency Laws and by other Laws affecting the rights of creditors generally.

(b) Each Company Entity owns, licenses or has rights to use any and all intellectual property and technology used in such Company Entity’s business, and to the Knowledge of the Shareholder, such use of such intellectual property or technology does not infringe upon the intellectual property rights of any third party.

(c) No Company Entity is a party to any oral or written (i) contract for the employment of any officer or employee (other than as contemplated in Section 2.08(d)); (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or manager of any Company Entity.

Section 3.12 Absence of Certain Changes, Events and Conditions. Since the date of the applicable Financial Statements, and other than in the Ordinary Course of Business, there has not been, with respect to any Company Entity, any:

(a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to any Company Entity;

(b) amendment of the Company Charter Documents;

(c) split, combination or reclassification of any shares of the capital stock of any Company Entity;

(d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of the capital stock of any Company Entity;

(e) declaration or payment of any dividends or distributions on or in respect of any of the capital stock of any Company Entity or redemption, purchase or acquisition of the capital stock of any Company Entity;

(f) material change in any method of accounting or accounting practice of any Company Entity, except as disclosed in the notes to the Financial Statements;

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(g) material change in any Company Entity’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h) incurrence, assumption or guarantee of any material indebtedness for borrowed money;

(i) transfer, assignment, sale or other disposition of any material amount of assets shown or reflected in the Financial Statements or cancellation of any material debts or material entitlements;

(j) transfer, assignment or grant of any license or sublicense of any rights under or with respect to any Intellectual Property;

(k) material damage, material destruction or loss (whether or not covered by insurance) to property of any Company Entity, except for ordinary wear and tear;

(l) any capital investment by any Company Entity in, or any loan to, any other Person;

(m) imposition of any Lien upon any Company Entity’s properties, capital stock or assets, tangible or intangible;

(n) Other than pursuant to the Employment Agreements as referenced in Section 2.08(d), (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any Company Entity’s employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees of any Company Entity, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant of any Company Entity;

(o) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of any Company Entity, or (ii) collective bargaining or other agreement with a union, in each case whether written or oral, involving any Company Entity;

(p) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of any Company Entity’s stockholders, directors, officers and employees;

(q) entry into a material new line of business or abandonment or discontinuance of existing material lines of business by any Company Entity;

(r) adoption by any Company Entity of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against any Company Entity under any similar Law;

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(s) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof by any Company Entity; or

(t) action by any Company Entity to make, change or rescind any Tax election, amend any Tax return or take any position on any Tax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of any Company Entity in respect of any period following the Closing.

Section 3.13 Disclosure. Each Company maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between either Company and an unconsolidated or other off balance sheet entity that is not disclosed by the applicable Company in its financial statements or otherwise that would be reasonably likely to have a Material Adverse Effect with respect to any Company Entity.

Section 3.14 Financial Statements. Each Company’s financial statements (the “Financial Statements”) are based on the books and records of the applicable Company, and fairly present the financial condition of the applicable Company as of the respective dates they were prepared and the results of the operations of the applicable Company for the periods indicated, in all material respects.

Section 3.15 Intellectual Property. Each Company Entity owns or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct its businesses as now conducted. None of any Company Entity’s material Intellectual Property has expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. To the Knowledge of the Shareholder there is no infringement by any Company Entity of any material Intellectual Property of others, or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Knowledge of the Shareholder, being threatened against, any Company Entity regarding the infringement of any Intellectual Property, which could reasonably be expected to have a Material Adverse Effect with respect to any Company Entity.

Section 3.16 Environmental Laws. To Knowledge of the Shareholder, each Company Entity (i) is in compliance with any and all applicable foreign, federal, state and local Laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to any Company Entity.

Section 3.17 Title. Each Company Entity has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the business of such Company Entity, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by any Company Entity and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by any Company Entity is held under valid, subsisting and enforceable leases with which the applicable Company Entity is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by such Company Entity.

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Section 3.18 Insurance. Each Company Entity is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of such Company Entity believes to be prudent and customary in the businesses in which such Company Entity is engaged. No Company Entity has been refused any insurance coverage sought or applied for, and the no Company Entity has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of such Company Entity, taken as a whole.

Section 3.19 Tax Status. Each Company Entity has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that such Company Entity has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and none of the officers of any Company Entity know of any basis for any such claim.

Section 3.20 Transactions with Affiliates. None of the officers or directors of any Company Entity and, to the Knowledge of the Shareholder, none of the employees of any Company Entity, is presently a party to any transaction with any Company Entity (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of the Shareholder, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of any Company Entity’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of any Company Entity and (iii) other employee benefits, including stock option agreements under any stock option plan of any Company Entity.

Section 3.21 Foreign Corrupt Practices. No Company Entity, nor, to the Knowledge of the Shareholder, any agent or other Person acting on behalf of any Company Entity, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by any Company Entity (or made by any Person acting on its behalf of which any Company Entity is aware) which is in violation of Law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

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Section 3.22 Money Laundering. Each Company Entity is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering Laws and regulations, including, but not limited to, the Laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

Section 3.23 Illegal or Unauthorized Payments; Political Contributions. None of any Company Entity, nor, to the Knowledge of the Shareholder, any of the officers, directors, employees, agents or other representatives of any Company Entity or any other business entity or enterprise with which any Company Entity is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable Law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of any Company Entity.

Section 3.24 Investment Company. No Company Entity is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.25 No Disqualification Events. No Company Entity, and none of any of their respective predecessors, any affiliated issuer, any director, executive officer, other officer of any Company Entity, any beneficial owner of 20% or more of any Company Entity’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with any Company Entity in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. Each Company Entity has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 3.26 No Brokers. None of any Company Entity or Shareholder has retained any broker or finder in connection with any of the Transactions, and has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Section 3.27 Disclosure. All disclosure provided to the Sollensys Parties regarding the Company Entities, their business and Transactions furnished by or on behalf of any Company Entity or the Shareholder with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Companies and the Shareholder acknowledge and agree that no Sollensys Party has made, nor is any Sollensys Party making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

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Article IV. Representations and Warranties of Sollensys

As an inducement to, and to obtain the reliance of the Companies and the Shareholder, Sollensys represents and warrants to the Companies and the Shareholder as follows:

Section 4.01 Organization. Sollensys is a corporation duly incorporated, validly existing, and in good standing under the Laws of Nevada and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Each of S-CC Merger Sub and S-Solutions Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the Laws of Arkansas and each has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of Transactions will not, violate any provision of Sollensys’ articles of incorporation or by-laws or the articles of incorporation or bylaws of S-CC Merger Sub or S-Solutions Merger Sub. Each Sollensys Party has taken all action required by Law, its articles of incorporation and by-laws, or otherwise to authorize the execution and delivery of this Agreement, and Sollensys has full power, authority, and legal right and has taken all action required by Law, its respective articles of incorporation and by-laws, or otherwise to consummate the transactions herein contemplated.

Section 4.02 Power and Authority. Each Sollensys Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate Transactions.

Section 4.03 Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by each Sollensys Party, and the consummation of Transactions, have been duly authorized by Sollensys Board, the S-CC Merger Sub Board or the S-Solutions Merger Sub Board, as applicable. This Agreement has been duly executed and delivered on behalf of each Sollensys Party. This Agreement constitutes a valid and binding obligation of each Sollensys Party enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. 

Section 4.04 No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which any Sollensys Party is a party or to which any of its assets, properties or operations are subject; (ii) violate any provision of Law, statute, rule, regulation or executive order to which any Sollensys Party is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to any Sollensys Party.

Section 4.05 No Conflict with Other Instruments. The execution of this Agreement and the consummation of the Transactions will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which any Sollensys Party is a party or to which any of their respective assets, properties or operations are subject.

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Section 4.06 No Brokers. No Sollensys Party has retained any broker or finder in connection with any of the Transactions, and no Sollensys Party has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.

Section 4.07 Disclosure. All disclosure provided to the Shareholder regarding the Sollensys Parties, their business and Transactions, furnished by or on behalf of any Sollensys Party with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Sollensys Party acknowledges and agrees that the Companies and the Shareholder have not made, nor are the Companies or the Shareholder making, any representations or warranties with respect to Transactions other than those specifically set forth herein.

Article V. Covenants and Additional Agreements of the Parties

Section 5.01 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify each of the other Parties of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Transactions;

(b) any notice or other communication from any governmental or regulatory agency or authority in connection with the Transactions; and

(c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant hereto or that relates to the consummation of the Transactions.

Section 5.02 Access to Information. Following the Effective Date, until consummation of the Transactions the Companies and Shareholder shall give to Sollensys and its authorized representatives full and complete access to the books and records, contracts, facilities and personnel of the Companies as Sollensys and its authorized representatives may request so that Sollensys may complete its due diligence investigation of the Companies. The Shareholder agrees to provide Sollensys and its authorized representatives with access to any information in Shareholder’s or either Company’s possession or within Shareholder’s or either Company’s control that contains information generated by either Company or Shareholder regarding either Company relative to its financial, operational, and/or regulatory condition (present, past, or prospective). If Sollensys, in its sole discretion, at any time prior to the Closing determines that its due diligence review of the Companies is not satisfactory to Sollensys, then Sollensys may terminate this Agreement upon notice to the Companies and the Shareholder.

Section 5.03 Limitation of Business Activities of the Company Prior to Closing. Prior to the Closing, except for Transactions, neither Company will, without the prior written consent of Sollensys, (i) make any material change in the type or nature of its business, or in the nature of its operations, (ii) create or suffer to exist any debt, other than that currently in existence or undertaken to complete projects ongoing or to meet short term working capital needs, (iii) issue any additional Equity Securities or (iv) enter into any new agreements of any kind or undertake any new obligations or liabilities likely to have a material impact on its business.

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Section 5.04 Consents of Third Parties. Each of the Parties will give any notices to third parties, and will use its commercially reasonable efforts to obtain any third-party consents, that the other Parties reasonably may request in connection with this Agreement. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters in this Agreement.

Section 5.05 No-Shop.

(a) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, none of either Company none the Shareholder shall, and each of the Companies and Shareholder shall cause the Representatives of each Company and Shareholder not to, directly or indirectly:

(i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry;

(ii) furnish any non-public information regarding any Company Entity to any Person who has made an Acquisition Proposal or an Acquisition Inquiry;

(iii) engage in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition Inquiry;

(iv) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry;

(v) withdraw or propose to withdraw its approval and recommendation in favor of this Agreement and the Transactions; or

(vi) enter into any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or other similar agreement for any Acquisition Transaction.

(b) From the Effective Date until the first to occur of the Closing or the termination of this Agreement in accordance with its terms, neither the Celerit Board nor the Celerit Solutions Board shall (i) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal relating to either Company, (ii) take any action to make the provisions of any “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal related to either Company, or (iii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize either Company to enter into, any letter of intent, agreement in principle, merger, acquisition, purchase or joint venture agreement or contract or other instrument in respect of or relating to an Acquisition Proposal.

(c) The Companies and Shareholder shall promptly, within 36 hours, advise Sollensys orally and in writing of any Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications thereto) that is made or submitted by any Person during the period beginning on the Effective Date until the Closing or the termination of this Agreement in accordance with its terms. The Companies and Shareholder shall keep Sollensys reasonably informed on a current basis of any material developments in the status and terms of any such Acquisition Proposal or Acquisition Inquiry (including whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or rejected and any material change to the terms thereof).

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(d) The Companies and the Shareholder shall immediately cease and cause to be terminated any discussions existing as of the Effective Date with any Person that relate to any Acquisition Proposal or Acquisition Inquiry proposed on or prior to the Effective Date. Each Company acknowledges and agree that any actions taken by or at the direction of a Representative of either Company or Shareholder that, if taken by either Company or Shareholder, would constitute a breach or violation of this Section 5.05 will be deemed to constitute a breach and violation of this Section 5.05 by the Companies and the Shareholder.

Section 5.06 Additional Company Covenants. 

(a) Except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall (i) materially amend any of the Company Charter Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions Common Stock; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees.

(b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions Common Stock, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit Common Stock; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course of Business; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.

Section 5.07 Audited Financial Statements. The Parties acknowledge that, pursuant to the Exchange Act, Sollensys is required to file a Form 8-K within 75 days of the Closing, containing financial statements for the Company, which have been audited by a Public Company Accounting Oversight Board-registered auditor for the years 2019, 2020 and 2021, and which have been reviewed for any interim period of 2022 (the “Audited Financial Statements”). The Audited Financial Statements for 2019 and 2020 have been completed, and the Audited Financial Statements for 2021 shall be completed following the Amendment Date, and Sollensys shall pay the costs related thereto. Following the Amendment Date and the Closing, if applicable, the Parties will reasonably cooperate to complete the Audited Financial Statements for 2021, and to obtain the consent of such auditor to the inclusion of its statements in SEC public filings, and cause the same to be filed with the SEC.

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Section 5.08 Shareholder Approval.

(a) As soon as practicable following the Effective Date, the S-CC Merger Sub Board shall submit this Agreement to Sollensys as the sole shareholder of S-CC Merger Sub, for Sollensys’ review and approval, and the S-CC Merger Sub Board shall recommend that Sollensys as the sole shareholder of S-CC Merger Sub approve this Agreement and the Transactions.

(b) As soon as practicable following the Effective Date, the S-Solutions Merger Sub Board shall submit this Agreement to Sollensys as the sole shareholder of S-Solutions Merger Sub, for Sollensys’ review and approval, and the S-Solutions Merger Sub Board shall recommend that Sollensys as the sole shareholder of S-Solutions Merger Sub approve this Agreement and the Transactions.

(c) As soon as practicable following the Effective Date, the Celerit Board shall submit this Agreement to Shareholder as the sole shareholder of Celerit, for Shareholder’s review and approval, and the Celerit Board shall recommend that the Shareholder as the sole shareholder of Celerit approve this Agreement and the Transactions.

(d) As soon as practicable following the Effective Date, the Celerit Solutions Board shall submit this Agreement to Shareholder as the sole shareholder of Celerit Solutions, for Shareholder’s review and approval, and the Celerit Solutions Board shall recommend that the Shareholder as the sole shareholder of Celerit Solutions approve this Agreement and the Transactions.

Section 5.09 No Contractual Lock Up. Other than the restriction on the resale under applicable securities Laws, the Shareholder shall have no contractual restrictions on the manner, timing or amount of Sollensys Shares that may be transferred or sold.

Article VI. Conditions Precedent to the Obligations of the Sollensys Parties

The obligations of the Sollensys Parties to consummate the Closing are subject to the satisfaction, or waiver by Sollensys in its sole discretion, as of and on the Closing Date, of the following conditions:

Section 6.01 Accuracy of Representations and Performance of Covenants.

(a) Each of the representations and warranties made by the Shareholder shall be true and correct in all material respects, other than representations and warranties which are qualified by materiality and the representations and warranties as set forth in Section 3.05, Section 3.06 and Section 3.07, each of which shall be true and correct in all respects, in each case, as of the Closing Date as if made on such date, and the Shareholder and the Companies shall have performed or complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by the Shareholder and/or either Company prior to or at the Closing.

(b) The actions and events as set forth in Section 2.08(b) and Section 2.08(c) shall have been completed.

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Section 6.02 Due Diligence Review. Sollensys shall have completed its due diligence review and examination of the Companies to its satisfaction in its sole discretion.

Section 6.03 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality that prohibits the consummation of Transactions, and Sollensys shall have obtained the approval of any governmental authorities as required in order to consummate the Transactions.

Section 6.04 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the Transactions, or required for the Closing to occur, or for the continued operation of the Companies after the Closing Date on the basis as presently operated, shall have been obtained, and the approvals of the Celerit Board and the Celerit Solutions Board with respect to this Agreement and the Transactions shall be remaining in full force and effect.

Section 6.05 Shareholder Approval. The approval of Shareholder as the sole shareholder of each of the Companies shall have been obtained and shall remain in full force and effect.

Section 6.06 Absence of Litigation. There shall be no actions, suits, proceedings or governmental investigations or inquiries pending or, to any Party’s knowledge, threatened against any Sollensys Party, either Company and/or the Shareholder which would prevent the consummation of the Transactions.

Section 6.07 No Material Adverse Effect. Between the Effective Date and the Closing Date, there shall not have been any Material Adverse Effect with respect to any Company Entity.

Section 6.08 Schedules and Other Information. The Companies shall have delivered to Sollensys the financial statements of the Companies and other books and records reasonably requested in connection with Sollensys’ due diligence investigation of the Companies, and there shall have been no disclosure in any financial statements, or any schedule delivered after the Effective Date or in any disclosure provided in connection with such due diligence investigation, which in the sole discretion and determination of Sollensys differs materially from the information it has received as of the Effective Date and which does or may have a materially adverse effect on the value of the business of either Company or on their respective assets, properties or goodwill.

Article VII. Conditions Precedent to the Obligations of the Shareholder

The obligations of the Shareholder to consummate the Closing are subject to the satisfaction, or waiver by the Shareholder, in Shareholder’s sole discretion, as of and on the Closing Date, of the following conditions:

Section 7.01 Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by Sollensys shall be true and correct in all material respects as of the Closing Date as if made on such date and Sollensys shall have performed or complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

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Section 7.02 Due Diligence Review. Shareholder shall have completed its due diligence review and examination of Sollensys to Shareholder’s satisfaction in its sole discretion. If Shareholder in its sole discretion, at any time prior to Closing determines that its due diligence review of Sollensys is not satisfactory, then Shareholder and the Companies may terminate this Agreement upon notice to Sollensys.

Section 7.03 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of Transactions.

Section 7.04 Absence of Litigation. There shall be no actions, suits, proceedings or governmental investigations or inquiries pending or, to any Party’s knowledge, threatened against any Sollensys Party, either Company and/or the Shareholder which would prevent the consummation of the Transactions.

Section 7.05 No Material Adverse Effect. Between the Effective Date and the Closing Date, there shall not have been any Material Adverse Effect on Sollensys.

Article VIII. Termination

Section 8.01 Termination. This Agreement may be terminated at any time before the Closing Date as follows:

(a) by mutual written consent of all of the Parties;

(b) by the Shareholder, the Company or Sollensys if there shall be in effect a final non-appealable order, judgment, injunction or decree entered by or with any governmental authority restraining, enjoining or otherwise prohibiting the consummation of the Transactions;

(c) by Sollensys if there shall have been a breach in any material respect of any representation, warranty, covenant or agreement on the part of either Company or the Shareholder set forth in this Agreement and such breach has not been cured within ten (10) days after receipt of notice of such breach by Companies and the Shareholder (a “Company Default”);

(d) by the Shareholder and the Companies, acting jointly if there shall have been a breach in any material respect of any representation, warranty, covenant or agreement on the part of any Sollensys Party set forth in this Agreement and such breach has not been cured within ten (10) days after receipt of notice of such breach by Sollensys (an “Sollensys Default”);

(e) by either the Shareholder and the Companies, acting jointly, or by Sollensys, if the Closing has not occurred by April 8, 2022, provided, however, that (i) if the Closing has not occurred by such date due to a breach of this Agreement by any Sollensys Party, Sollensys shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) and (ii) if the Closing has not occurred by such date due to a breach of this Agreement by Shareholder or either Company, the Shareholder and the Companies shall not have the right to terminate this Agreement pursuant to this Section 8.01(e);

(f) by Sollensys pursuant to the provisions of Section 5.02; or

(g) by Shareholder pursuant to the provisions of Section 7.02.

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Section 8.02 Termination Costs.

(a) If this Agreement is validly terminated by the Shareholder and the Companies pursuant to Section 8.01(d) or due to the failure of Sollensys to approve this Agreement and the Transactions as set forth in Section 5.08(a) and Section 5.08(b), and only in those events, then, promptly but in any event within three Business Days following such termination by the Shareholder and the Companies, Sollensys shall pay to the Shareholder and the Companies an amount in cash equal to the Shareholder’s and the Companies’ reasonable out of pocket costs incurred with respect to the Transactions following the Effective Date, by wire transfer of immediately available funds to one or more accounts designated in writing by the Shareholder, subject to a maximum payment due hereunder of $40,000.

(b) If this Agreement is validly terminated by Sollensys pursuant to Section 8.01(c) or due to the failure of the Shareholder to approve this Agreement and the Transactions as set forth in Section 5.08(c) and Section 5.08(d), and only in those events, then, promptly but in any event within three Business Days following such termination by Sollensys, the Companies and the Shareholder, jointly, shall pay to Sollensys an amount in cash equal to Sollensys’ reasonable out of pocket costs incurred with respect to the Transactions following the Effective Date, by wire transfer of immediately available funds to one or more accounts designated in writing by Sollensys, subject to a maximum payment due hereunder of $40,000, which payment shall be in addition to the payment of the expenses that may otherwise be due pursuant to Section 2.13.

(c) Each Party acknowledges that the agreements contained in this Section 8.02 are an integral part of the Transactions and that, without these agreements, the Parties would not enter into this Agreement. Accordingly if any Party fails to pay any amounts due pursuant to this Section 8.02 (the “First Party”), and, in order to obtain such payment, the other party (the “Second Party”) commences any action, arbitration, hearing, litigation or suit (whether civil, criminal, administrative, investigative, or informal) that results in a judgment against the First Party for the amounts set forth in this Section 8.02, the First Party shall pay to the Second Party the Second Party’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such proceeding, together with interest on the amounts due pursuant to this Section 8.02 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made.

(d) If an Sollensys Default occurs and the Shareholder and the Companies elect to terminate this Agreement pursuant to Section 8.01(d), the Companies’ and the Shareholder’s sole and exclusive remedy against the Sollensys Parties for any Losses suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Closing to occur, will be to obtain payment of the termination costs stated in Section 8.02(a). Notwithstanding the forgoing sentence, the Parties agree that the Shareholder and the Companies may elect to not terminate this Agreement pursuant to Section 8.01(d) and instead elect to enforce specific performance of this Agreement under Section 8.04 and Section 10.05 to the extent available, and the limitations on remedy stated in the first sentence of this Section 8.02(d) will apply only if the Shareholder and the Companies elect to terminate this Agreement pursuant to Section 8.01(d) and Sollensys actually pays the termination costs stated in Section 8.02(a).

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(e) If a Company Default occurs and Sollensys elects to terminate this Agreement under Section 8.01(c), the Sollensys Parties’ sole and exclusive remedy against the Companies and the Shareholder for any Losses suffered or incurred as a result of or under this Agreement or the Transactions, including the failure of the Closing to occur, will be to obtain payment of the termination costs stated in Section 8.02(b). Notwithstanding the forgoing sentence, the Parties agree that Sollensys may elect to not terminate this Agreement pursuant to Section 8.01(c) and instead elect to enforce specific performance of this Agreement under Section 8.05 and Section 10.05 to the extent available, and the limitations on remedy stated in the first sentence of this Section 8.02(e) will apply only if Sollensys elects to terminate this Agreement under Section 8.01(c) and the Companies and the Shareholder actually pay the termination costs stated in Section 8.02(b).

(f) If the Closing does not occur for any reason other than for an Sollensys Default or a Company Default, the Parties acknowledge and agree that no Party shall owe to any other Party any payments for any expenses or Losses hereunder.

Section 8.03 Effect of Termination. In the event of termination of this Agreement pursuant to this Article VIII, this Agreement, shall become void and of no further force or effect with no liability on the part of any Party, other than this Article VIII, Article IX and Article X, and such additional sections and provisions herein as required to give effect to any of the forgoing, each of which shall survive any such termination of this Agreement, and provided that, except as provided in Section 8.02, any such termination shall not relieve any Party from liability for actual damages to the other Parties resulting from a material breach of this Agreement by such Party.

Section 8.04 Default by the Sollensys Parties. If any Sollensys Party fails to perform any of its obligations under this Agreement, the Companies and the Shareholder shall be entitled to bring an action for specific performance, damages or a combination of specific performance and damages. No remedy conferred upon the Companies and the Shareholder is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to the Companies and the Shareholder in this Agreement will be cumulative and in addition to every other remedy available to the Companies and the Shareholder under this Agreement. No single or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to the Companies’ and the Shareholder’s remedies under Section 9.03.

Section 8.05 Default by Shareholder or the Companies. If the Shareholder or either Company fails to perform any of their respective obligations under this Agreement, the Sollensys Parties shall be entitled to bring an action for specific performance, damages or a combination of specific performance and damages. No remedy conferred upon the Sollensys Parties is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to the Sollensys Parties in this Agreement will be cumulative and in addition to every other remedy available to Sollensys under this Agreement. No single or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to the Sollensys Parties’ remedies under Section 9.02.

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Article IX. Survival and Indemnification

Section 9.01 Survival.

(a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties contained herein shall survive the Closing and shall remain in full force and effect until the date that is two (2) years after the Closing Date; provided, that the representations and warrants set forth in Section 3.05, Section 3.06 and Section 3.07 shall survive the Closing for a period of five (5) years. Notwithstanding the preceding sentence, any indemnification claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. Any claim, for indemnification or otherwise, based upon or arising out of the breach or alleged breach of a representation or warranty must be brought before the expiration of the applicable survival period, or it will be deemed waived.

(b) All covenants and agreements of the Parties contained herein, including those incorporated into Section 3.07, shall survive the Closing for a period of five (5) years or for the period specified therein. Notwithstanding the preceding sentence, any claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein.

(c) Any claim arising out of or in connection with this Agreement must be brought, if at all, within five years after the Closing Date, or within such shorter period as may be specified with respect to a particular claim, or it will be deemed waived and released.

Section 9.02 Indemnification by Shareholder. Subject to the provisions of this Article IX, if the Closing occurs, the Shareholder hereby covenants and agrees with the Sollensys Parties that the Shareholder shall indemnify the Sollensys Parties and their respective directors, officers, employees and Affiliates, and each of their respective Representatives, successors and assigns (individually, an “Sollensys Indemnified Party”), and hold them harmless from, against and in respect of any and all Losses incurred by any Sollensys Indemnified Party resulting from any misrepresentation, breach of any representation or warranty of the Shareholder in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by either Company or the Shareholder made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Section 9.03 Indemnification by Sollensys. Subject to the provisions of this Article IX, if the Closing occurs, Sollensys hereby covenants and agrees with Shareholder that Sollensys shall indemnify the Shareholder and Shareholder’s employees and Affiliates, and each of their respective Representatives, successors and assigns (each a “Shareholder Indemnified Party” and collectively, the “Shareholder Indemnified Parties”) and hold them harmless from, against and in respect of any and all Losses incurred by any Shareholder Indemnified Party resulting from any misrepresentation, breach of any representation or warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Sollensys Parties made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith).

Section 9.04 Indemnification Procedures. The Party making a claim under this Article IX is referred to as the “Indemnified Party” and the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party.”

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(a) Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 9.04(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnified Party may, subject to Section 9.04(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

(b) Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 9.04(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.04(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d) Cooperation. Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder.

Section 9.05 Payments. Subject to the terms and conditions herein, once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX or otherwise pursuant to this Agreement, the Indemnifying Party shall satisfy its indemnification obligations within fifteen (15) Business Days of such agreement or adjudication.

Section 9.06 Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations:

(a) The Shareholder shall not be liable to the Sollensys Indemnified Parties for indemnification under Section 9.02 until the aggregate amount of all Losses in respect of indemnification under Section 9.02 exceeds $25,000 (the “Basket”), in which event the Shareholder shall be required to pay or be liable for all such Losses in excess of the Basket subject to the other limitations contained herein including the Cap. For the avoidance of doubt, the Basket shall not apply to any obligation of the Company and the Shareholder to pay any amounts as may be due and payable pursuant to Section 8.02(b).

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(b) Sollensys shall not be liable to the Shareholder Indemnified Parties for indemnification under and Section 9.03 until the aggregate amount of all Losses in respect of indemnification under Section 9.03 exceeds the Basket, in which event Sollensys shall be required to pay or be liable for all such Losses in excess of the Basket subject to the other limitations contained herein including the Cap. For the avoidance of doubt, the Basket shall not apply to any obligation of Sollensys to pay any amounts as may be due and payable pursuant to Section 8.02(a).

(c) The Parties acknowledge and agree that the maximum liability of the Shareholder, on the one hand, and Sollensys, on the other hand, for indemnification pursuant to this Article IX shall be the sum of $1,000,000 (the “Cap”), and neither the Shareholder, on the one hand, or Sollensys, on the other hand, shall have any liability to the other in excess of the Cap.

Section 9.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the consideration paid hereunder unless otherwise required by applicable Law.

Section 9.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation,) made at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation, and made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Section 9.09 Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article IX shall be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law and except as otherwise specified in this Article IX, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable Law.

Section 9.10 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

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Article X. Miscellaneous

Section 10.01 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by overnight courier or registered mail or certified mail, postage prepaid, or electronic mail with a follow up copy by overnight courier, addressed as follows:

If to any Sollensys Party:

Sollensys Corp.

Attn: Donald Beavers

2475 Palm Bay Rd. NE, Suite 120

Palm Bay, FL 32905

Email: don@sollensys.com

with a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: jcacomanolis@anthonypllc.com

If to either Company or the Shareholder:

Celerit Corporation

Attn: Ron Harmon

216 Atkins R.

Little Rock, AR 72211

E-mail: ron.harmon@celerit.com

with a copy, which shall not constitute notice, to:

Dover Dixon Horne PLLC

Attn: Cal McCastlain

425 West Capitol Ave., Ste. 3700

Little Rock, Arkansas 72201

Email: cmccastlain@ddh.law

or such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered or sent by electronic mail, (ii) on the day after dispatch, if sent by overnight courier, and (iii) three (3) days after mailing, if sent by registered or certified mail.

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Section 10.02 Dispute Resolution.

(a) If there is any dispute or controversy relating to this Agreement or any of the Transactions (each, a “Dispute”), such Dispute shall be resolved in accordance with this Section 10.02.

(b) The Party claiming a Dispute shall deliver to each of the other Parties a written notice (a “Notice of Dispute”) that will specify in reasonable detail the dispute that the claiming Party wishes to have resolved. If the Sollensys Parties, the Companies and the Shareholder are not able to resolve the dispute within five (5) Business Days of a Party’s receipt of an applicable Notice of Dispute, then such Dispute shall be submitted to binding arbitration in accordance with this Section 10.02.

(c) Any arbitration hereunder shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Each of Sollensys, on the one hand, and the Shareholder, on the other hand, shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, and the three arbitrators shall resolve the Dispute. The arbitrators will be instructed to prepare in writing as promptly as practicable, and provide to the Parties such arbitrators’ determination, including factual findings and the reasons on which the determination was based. The decision of the arbitrators will be final, binding and conclusive and will not be subject to review or appeal and may be enforced in any court having jurisdiction over the Parties. Each Party shall initially pay its own costs, fees and expenses (including, without limitation, for counsel, experts and presentation of proof) in connection with any arbitration or other action or proceeding brought under this Section 10.02, and the fees of the arbitrators shall be share equally, provided, however, that the arbitrators shall have the power to award costs and expenses in a different proportion.

(d) The arbitration shall be conducted in Palm Bay, Florida.

Section 10.03 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of Nevada, without giving effect to principles of conflicts of law thereunder. Subject to Section 10.02, venue for all matters arising hereunder and for enforcement of the arbitrators’ judgment pursuant to Section 10.02 shall be exclusively in the State of Florida and United States Courts located in Brevard County, Florida (the “Selected Courts”) and each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the Selected Courts. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.

Section 10.04 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.04.

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Section 10.05 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.06 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 10.07 Confidentiality. The Sollensys Parties, on the one hand, the Companies and the Shareholder, on the other hand, each agree with the other that the documentation and other information disclosed to them by the other Parties hereunder to evaluate various the business and affairs of the Companies or the Sollensys Parties, as the case may be, and various aspects of the Transactions may contain proprietary confidential information and trade secrets, and that the disclosure and unauthorized use of such information could cause irreparable injury. The Parties agree that all such information and materials shall be used and disclosed only to the limited extent necessary for the Parties hereto (and their professional advisors) to evaluate the Transactions. All extracts, digests and copies of such documentation and information shall be maintained under strict control by the recipients, other than as required by applicable Law. Upon termination of the negotiations by the Parties, no Party (or advisor to such Party) shall make any further use of such documentation and information, and all documentation previously obtained (together with all copies, abstracts, digests and analyses thereof) shall be returned to the Party providing such information.

Section 10.08 Third-Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided, no director, officer, stockholder (other than the Shareholder), employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

Section 10.09 Expenses. Other than as specifically set forth herein, whether or not the Transactions are consummated, each of the Sollensys Parties, on the one hand, and the Companies and the Shareholder, on the other hand, will bear their own respective expenses, including without limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with the Transactions.

Section 10.10 Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

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Section 10.11 Amendment or Waiver. Other than as specifically set forth herein, every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. This Agreement may by amended only by a writing signed by all Parties hereto.

Section 10.12 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that Transactions shall be consummated as soon as practicable. Each Party also agrees that it shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the Transactions.

Section 10.13 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 10.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Amendment Date.

Sollensys Corp.
By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	Chief Executive Officer
S-CC Merger Sub, Inc.
By:	/s/ Anthony Nolte
Name:	Anthony Nolte
Title:	Chief Executive Officer
S-Solutions Merger Sub, Inc.
By:	/s/ Anthony Nolte
Name:	Anthony Nolte
Title:	Chief Executive Officer
Celerit Corporation
By:	/s/ Terry Rothwell
Name:	Terry Rothwell
Title:	Chief Executive Officer
Celerit Solutions Corporation
By:	/s/ Terry Rothwell
Name:	Terry Rothwell
Title:	Chief Executive Officer
Shareholder:
Terry Rothwell
By:	/s/ Terry Rothwell
Name:	Terry Rothwell

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EX-10.5

Exhibit 10.5

PROMISSORY NOTE

$2,695,000.00	Little Rock, Arkansas
	Issue Date: April 7, 2022

FOR VALUE RECEIVED, the undersigned, Sollensys Corp., a Nevada Corporation (“Maker”), promises to pay to the order of Terry Rothwell, an individual resident of the State of Arkansas (together with her permitted assigns, “Holder”) the principal sum of Two Million Six Hundred Ninety Five Thousand and no/100 Dollars ($2,695,000.00) (the “Principal Amount”), with payment to be made as set forth herein. Each of Maker and the Holder may be referred to herein as individually as a “Party” and collectively as the “Parties”.

This Note is entered into pursuant to the Amended and Restated Merger Agreement dated as of April 7, 2022, by and between the Maker, Holder and certain other parties thereto (the “Merger Agreement”) and is subject to the terms and conditions thereof.

This Note is not a certificate of deposit or similar obligation of, and is not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Holder Protection Corporation or any other governmental or private fund or entity.

The following terms shall apply to this Note.

1. The Principal Amount shall be due and payable in full on June 30, 2022 (“Maturity Date”). Interest shall accrue on this Note between the Issue Date and the Maturity Date at the rate of 0.0001% per annum, simple interest. Any amounts not paid on or before the Maturity Date shall remain due and payable in full and shall accrue interest at six percent (6%) per annum, simple interest, until paid. Maker understands and agrees that the Holder has no obligation to extend the Maturity Date, to renew the loan evidenced by this Promissory Note, or to finance the aforesaid balloon payment.

2. Interest on this Note shall accrue on a simple interest, non-compounded basis, and shall be added to the Principal Amount on the Maturity Date or such earlier date as the Principal Amount and any accrued and unpaid interest (collectively, the “Indebtedness”) may be due hereunder pursuant to the terms herein, at which time all Indebtedness shall be due and payable. Each payment after the Maturity Date, when received, shall be applied first to interest accrued to the date of receipt of said payment, and the balance, if any, in reduction of the Principal Amount.

3. Maker may prepay this Promissory Note and the Indebtedness, in whole or in part, at any time without premium or penalty. Any partial prepayment of the Indebtedness shall not postpone the due date of any subsequent payment of the Indebtedness required hereunder.

4. Maker shall execute and deliver all such additional documents, and shall cause all further and additional actions to be taken, as may be required, from time to time, by Holder in order to: (i) confirm the rights created under this Promissory Note; (ii) protect the validity, priority, and enforceability of this Promissory Note; and (iii) otherwise carry out and effectuate the terms and purposes of this Promissory Note, and the transactions contemplated hereunder or thereunder.

5. Notwithstanding anything to the contrary herein, Holder and Maker each expressly agree that it is the mutual intent of Holder and Maker that Maker will not pay or be obligated to pay, and Holder will not receive or be entitled to receive, in connection with this Promissory Note, as interest and/or charges in the nature of interest, more than the maximum amount permitted by applicable interest rate laws (the “Lawful Charge”). Maker understands and agrees that “applicable interest rate laws” include applicable Federal laws specifically including, without limitation, ‘731 of the Gramm-Leach-Bliley Act (12 U.S.C. ‘1831u(f)). Maker and Holder therefore further agree that prior to final payment of the amounts due hereunder, at the specified Maturity Date or at any earlier maturity arising out of a default and the election by the Holder hereof to accelerate the Maturity Date as a result of such default or at any earlier payment date to which the Holder hereof has consented, the Lawful Charge will be carefully calculated and if, for any reason, the Lawful Charge has been exceeded, then the Holder hereof will be obligated to apply the amount of any excess as a payment in reduction of the Principal Amount or to refund such excess to Maker or to take such other steps as may be appropriate to ensure that the Lawful Charge is not exceeded. All sums paid or agreed to be paid to the Holder of this Promissory Note for the use, forbearance or detention of monies shall be, to the extent permitted by applicable law, amortized, prorated, allocated and spread through the entire term of this Promissory Note. The provisions of this paragraph shall control all existing and future agreements between Maker and Holder.

6. If any payment of Indebtedness shall become due on a Saturday, Sunday, or public holiday under federal law or the laws of the State of Arkansas, such payment shall be made on the next succeeding business day, and such extension of time shall in every such case be included in computing interest in connection with such payment.

7. If default occurs in the payment of this Promissory Note, and this Promissory Note is placed in the hands of an attorney for collection, or is collected through any legal proceedings, Maker agrees to pay reasonable attorneys’ fees and all other costs of collection, including, without limitation, court costs of the Holder hereof, in addition to all other amounts owing hereunder.

8. If default be made in the payment of Indebtedness under this Promissory Note (no notice being necessary or required), the Holder hereof may, at its option, declare the entire Indebtedness immediately due and payable, without notice, protest, notice of protest, demand or presentment, all of which are hereby waived, and the Holder hereof shall have the right to offset against this Promissory Note any sum or sums owed by the Holder hereof to Maker. Failure to exercise this option shall not constitute a waiver in the event of any subsequent default. The Holder hereof shall in all such cases also have the right to exercise any and all other remedies available to the Holder hereof under this Promissory Note, the Merger Agreement, any and all other instruments evidencing this Promissory Note, at law, or in equity.

9. Any notice or demand required or permitted to be given hereunder shall be made in accordance with the provisions of the Merger Agreement.

10. Maker, and all endorsers, accommodation parties, sureties, guarantors, and all other persons now or hereafter liable hereon, waive presentment and demand for payment, hereunder.

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11. None of the rights, remedies, privileges, or powers of Holder expressly provided for herein shall be exclusive, but each such right, remedy, privilege, and power shall be cumulative with and in addition to every other right, remedy, privilege, and power now or hereafter existing in favor of Holder, whether at law or in equity, by statute or otherwise.

12. No delay or omission on the part of Holder in exercising any rights hereunder shall operate as a waiver of such right.

13. This Promissory Note is issued by Maker and accepted by Holder pursuant to a lending transaction negotiated, consummated, and to be performed in the State of Arkansas, and this Promissory Note shall be governed by and construed according to the domestic laws of the State of Arkansas and the applicable laws of the United States of America, including, without limitation, Section 731 of the Gramm-Leach-Bliley Act (codified at 12 U.S.C. Section 1831u (f)). This Promissory Note is given for an actual loan of money for business purposes and not for personal, residential, or agricultural purposes. The records of Holder shall be prima facie evidence of the amount owing on this Promissory Note.

14. This Note shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither the Maker nor the Holder shall have any power or any right to assign or transfer, in whole or in part, this Note, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Note or the transactions contemplated herein, or to pursue any claim for any breach or default of this Note, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

15. This Note (including any recitals hereto) and the Merger Agreement and the other Transaction Documents (as defined in the Merger Agreement) set forth the entire understanding of the Parties with respect to the subject matter hereof. This Note may only be amended in writing by an instrument signed by the Maker and the Holder.

[Signatures appear on following page]

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MAKER: Sollensys Corp., a Nevada corporation
By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	Chief Executive Officer

Agreed and accepted:
Holder: Terry Rothwell
By:	/s/ Terry Rothwell
Name:	Terry Rothwell

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EX-10.6

Exhibit 10.6

REAL ESTATE PURCHASE AGREEMENT

THIS REAL ESTATE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of April 7, 2022 (the “Effective Date”), by and between SCARE HOLDINGS, LLC, a Delaware limited liability company and Sollensys Corp, a Nevada corporation (collectively referred to herein as “Buyer”); and CRE Holdings, LLC, an Arkansas limited liability company, Terry Rothwell and George Benjamin Rothwell, each an individual resident of the State of Arkansas (collectively referred to herein as “Sellers,” and each may be referred to individually as a “Seller” and collectively with Buyer, “parties”),

WITNESSETH:

That for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Buyer agree as follows:

1. Sale of Property. Subject to the terms and conditions herein contained, Sellers agree to sell and Buyer agrees to purchase the following described land which is more particularly described on Exhibit A hereto, situated in Pulaski County, Arkansas:

Two (2) office buildings (the “Office Buildings”) and three (3) adjoining vacant lots located at 208--216 Atkins Road, Little Rock, Arkansas;

One (1) vacant commercial lot located at sw/c of Atkins Road and Markham Street, Little Rock, Arkansas.

One (1) condominium, 221 Chenal Woods, Little Rock, Arkansas; and

together with all rights, titles, and interests appurtenant thereto (collectively, “Land”), and including all buildings, improvements, structures, and fixtures located on the Land and all rights, titles, and interests appurtenant thereto (collectively, “Improvements” and together with the Land, “Property”).

2. Sale of Personal Property. In addition to the Property, subject to the terms and conditions herein contained, Sellers agree to sell and Buyer agrees to purchase all personal property owned by any Sellers and used in the operation of the Improvements and/or Property and located on the Property on the Effective Date including, but not limited to, all HVAC equipment, burglar alarms, signage, lighting systems, golf carts, automobiles, vans, office equipment, office pictures, model apartment furnishings (if applicable), office furnishings, common area furnishings, clubhouse furnishings, fitness equipment, landscaping tools and machinery, computer, fax, scanner and fax equipment, non-proprietary marketing materials and non-proprietary property management software (collectively, the “Personal Property”). The Personal Property shall be conveyed by bill of sale as provided herein.

3. Purchase Price. Subject to the terms and conditions herein contained, Buyer will pay THREE MILLION TWO HUNDRED NINETY FIVE THOUSAND AND NO/100 Dollars ($3,295,000.00) (“Purchase Price”) for the Property and Personal Property, payable to Seller in cash at Closing (defined herein) and allocated to the specific tracts as follows:

Office Buildings, 208--216 Atkins Rd. and middle lot 2B $1,650,000.00

Two (2) Vacant Lots 2D and 2E, and Atkins Rd and Markham lot $1,325,000.00 Condominium, $320,000.00.

Provided, further, however, that in the event Closing does not occur on or before June 30, 2022, beginning July 1, 2022, Buyer shall assume tenants’ obligations under the Leases described in paragraph 16(n) below and in addition Buyer shall be obligated to pay Seller a monthly rent payment of $50,000.00 per month in addition to the then current monthly rent in the Leases described in paragraph 16(n) below and the terms of the Leases described in paragraph 16(n) below shall be extended until the earlier of the Closing or the 20^th anniversary date of this Agreement. To be clear, Buyer is obligated to either purchase the Property or Lease the Property, and if Closing does not occur by June 30, 2022, Buyer is obligated to Lease the Property and to make the additional rent payments prescribed herein for up to 20 years.

4. Earnest Money/Escrowed Funds. No Earnest Money is required.

5. Audited Financial Statements. The Parties acknowledge that, pursuant to the Exchange Act, Buyer is required to file a Form 8-K within 75 days of the Closing, containing financial statements for the Properties, which have been audited by a Public Company Accounting Oversight Board-registered auditor for the years 2019 and 2020, and which have been reviewed for any interim period of 2021 (the “Audited Financial Statements”). Prior to the Closing, the Parties will reasonably cooperate to complete the Audited Financial Statements, and to obtain the consent of such auditor to the inclusion of its statements in SEC public filings, and cause the same to be filed with the SEC. The costs of the Audited Financial Statements will be paid by the Buyer.

6. Conveyance. At Closing, (i) conveyance of the Land, Improvements and Property shall be made by Seller to Buyer, or as directed by Buyer, by general warranty deed (“General Warranty Deed”) and (ii) conveyance of the Personal Property shall be made by Seller to Buyer by bill of sale (“Bill of Sale”). Sellers warrant and represent that immediately prior to Closing Sellers have peaceable possession of the Property and Personal Property, including all improvements and fixtures thereon, and the legal authority and capacity to convey the Property and Personal Property by a good and sufficient general warranty deed and bill of sale, respectively, free from any liens, leaseholds or other interests. Notwithstanding the foregoing, any item of Personal Property that is a vehicle required to be registered with the Arkansas Department of Motor Vehicles shall be conveyed by its own bill of sale from Sellers to Buyer at Closing.

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7. Title Insurance. Within ten (10) days of the Effective Date, Sellers, at Sellers’ sole cost and expense, shall furnish to Buyer a current commitment (“Commitment”) for an American Land Title Association (ALTA) owner’s title insurance policy (“Title Policy”) in the amount of the Purchase Price issued by Standard Abstract & Title Company, Inc., Little Rock, Arkansas (“Title Company”). If the Commitment shows special exceptions to title or standard exceptions contained in the Commitment form, and any of those special and/or standard exceptions relate to restrictions, conditions, defects or other matters which would, as determined by Buyer, in Buyer’s sole discretion, interfere with Buyer’s use or adversely affect the value of the Property, then within five (5) days of delivery of the Commitment, Buyer shall deliver written notice thereof to Sellers. Such notice shall state specifically those exceptions to which Buyer objects, which may include standard exceptions. All objections not specifically enumerated within such a timely delivered notice shall be deemed to be waived by Buyer. Within ten (10) days of Buyer’s delivery of such notice of objections to Sellers, Sellers may cure such objections or have the exceptions waived or removed from the Commitment by Title Company. If, within such ten (10) day period, Sellers fail to cure and/or have waived such objections and exceptions, or within such period, Sellers deliver written notice to Buyer that Sellers will not so cure, then, within five (5) days from delivery of such notice from Sellers or the end of the period within which Sellers may cure (whichever is applicable), Buyer shall have the option to:

(a) Terminate this Agreement by delivering written notice thereof and the Termination Fee (defined herein) to Sellers; or

(b) Purchase the Property subject to such objections and exceptions with no reduction in the Purchase Price; or

(c) Agree to extend Closing for thirty (30) days to give Sellers additional time to cure such objections.

If Buyer fails to deliver notice of termination or grant an extension of Closing within the aforesaid period, the objections shall be deemed waived and the transactions contemplated herein shall close on the Closing date, as hereinafter set forth. Sellers shall furnish the Title Policy issued by Title Company as soon as practicable after Closing, and Sellers shall pay the premium for the Title Policy (together with the cost of any endorsements thereto).

8. Survey; Reports. Within ten (10) days after the Effective Date, Sellers shall deliver to Buyer the most recent survey of the Property, title reports, soils reports, environmental reports, leases, vendor agreements, roof reports and warranties, HVAC inspections, and any other third-party reports, all to the extent in any Seller’s possession or control. At Buyer’s election within thirty (30) days after the Effective Date, Buyer may elect at its expense obtain an updated ALTA/NSPS survey of the Property prepared by surveyors acceptable to Buyer (the “Survey”).

9. Inspection. Sellers acknowledge that to enable Buyer to proceed with the purchase contemplated herein (defined herein) Buyer must undertake or cause to have undertaken certain tests and studies, including but not limited to engineering studies (hereinafter collectively referred to as “Test and Studies”) in which to determine whether, in Buyer’s sole discretion, it would be feasible, economically or otherwise, to go forward with Buyer’s acquisition of the Property and Personal Property. Buyer shall therefore have thirty (30) days after the Effective Date (herein, the “Investigation Period”), in which to undertake any Tests and Studies which Buyer, in its sole discretion, deems necessary to determine the feasibility of its acquisition. Sellers agree to reasonably cooperate in connection with the foregoing and Buyer, its agents, employees, representatives, or contractors shall be provided promptly, upon request, such information as shall be reasonably necessary to examine the Property and Personal Property and the condition thereof and as shall be in the possession of any Seller or reasonably obtainable by any Seller.

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Upon reasonable prior notice to any Seller, Buyer and its agents, contractors or employees shall have the right to enter upon the Property for the purpose of performing its Tests and Studies, provided said activities shall not be physically invasive in any manner nor in any way permanently damage the Property. Buyer shall indemnify and hold Sellers harmless from any and all liabilities, claims and damages (including costs and reasonable attorneys’ fees) arising out of its rights hereunder.

10. AS IS. In the event Closing occurs, Buyer is purchasing the Property and Personal Property AS IS.

11. Prorations. All taxes, special assessments, and utilities due on or before Closing shall be paid by Sellers. All current taxes, special assessments, and utilities shall be prorated at Closing.

12. Closing. Closing of the purchase herein contemplated (“Closing”) shall occur on the earlier of June 30, 2022,or within five (5) days after all contingencies in Section 16 are either waived by Buyer or expire (the actual date of the Closing is referred to herein as the “Closing Date”). Unless otherwise agreed by Buyer and Sellers, Closing costs shall be paid by the respective parties as indicated below:

Seller:	Title commitment, examination or search fees,
	Premium for Owner’s Title Policy,
	IRS notification form,
	Preparation of conveyance documents,
	One-half of Title Company’s closing fees,
	One-half of Title Company’s escrow fees,
	Documentary stamps not paid by Buyer, and
	Other charges customarily paid by Seller.
Buyer:	Premium for Mortgagee’s Loan Policy, if any,
	Premium for any title policy endorsements,
	Recording fees,
	Preparation of loan documents, if any,
	One-half of Title Company’s closing fees,
	One-half of Title Company’s escrow fees,
	$5,000.00 of documentary stamps, and
	Other charges customarily paid by Buyer.

13. Possession. Possession of the Property and Personal Property shall be delivered to Buyer at Closing.

14. Risk of Loss. All risk of loss or damage to the Property and Personal Property by fire or other casualty shall remain with Sellers prior to Closing; provided, however, that if prior to Closing, any portion of the Improvements shall be destroyed by fire or other casualty, or if prior to Closing, any portion of the Property shall be condemned or taken by eminent domain, then either Sellers or Buyer may elect to cancel and terminate this Agreement by giving the other party written notice of such election, and in such event, Sellers and Buyer shall be relieved and discharged of all further rights, duties, obligations, and liabilities hereunder.

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15. Termite Control Requirements. Sellers agree to reasonably cooperate with Buyer to cause, at Sellers’ sole cost and expense, the transfer to Buyer of all Seller’s rights and interests, if any, in any termite service agreement, if any, which is presently in effect and concerning the Property and/or Personal Property.

16. Covenants, Warranties and Representations. Sellers, jointly and severally, expressly covenant, warrant and represent the following matters to Buyer:

(a) Maintenance and Property Condition. Between the date hereof and the Closing, Sellers shall continue their present maintenance and repair programs and procedures so as to maintain the structural, electrical, HVAC, mechanical, plumbing, roof and other component parts of the Improvements located on the Property in their condition as of the Effective Date, normal wear and tear excepted.

(b) Title and Condition. Immediately prior to Closing, Sellers have good, insurable title to the Property subject only to the Permitted Exceptions. Immediately prior to Closing, Sellers have good title to the Personal Property. Immediately prior to Closing, no work has been performed or is in progress upon, and no materials have been furnished to, the Property or any part thereof, which could give rise to any mechanic’s, material or other liens against the Property on or after the Closing Date. The Personal Property is in good working order subject to normal wear and tear.

(c) Adverse Information. Sellers have not received any notices from the City of Little Rock, County of Pulaski or any other governmental municipality or agency, nor any insurance company, of any defects or inadequacies in the Property or any Improvements which would materially and adversely affect the insurability of the Property or the Improvements or the premiums for the insurance on the Property, nor create a lien, penalty or fine for any unremedied condition.

(d) Compliance With Laws. Sellers have not received notice of any violation of any applicable laws, ordinances, regulations, statutes, rules, conditions, agreements, declarations and restrictions pertaining to and affecting the Property.

(e) No Condemnation Pending or Threatened. To each Seller’s actual knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property.

(f) Authorization. CRE is an Arkansas limited liability company and in good standing under the laws of the state of Arkansas. Sellers have the power and authority to execute and deliver this Agreement, the General Warranty Deed, the Bill of Sale and all other instruments to be executed and delivered by Sellers in connection herewith, and to perform all of their obligations hereunder.

(g) Zoning. No Seller has initiated any proceedings to change the present zoning classification or land use plan or the conditions applicable thereto, and Sellers are unaware of any violation of the present zoning classification and land use of the Property.

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(h) Parties in Possession. Except for matters described in the Permitted Exceptions, there are no parties in possession of any portion of the Property.

(i) No Assessments. There are no unpaid assessments against the Property (except real estate taxes for the calendar year of 2021 and subsequent years, which are not yet due and payable). There are no unpaid property taxes pertaining to the Property or any unpaid business personal property tax pertaining to the Personal Property.

(j) Utilities. The Property is served by municipal water and sewer service, and electric is provided by a public utility provider.

(k) Insolvency. No Seller has filed any case, proceeding or petition, nor has any case, proceeding or petition been filed against any Seller, claiming bankruptcy or insolvency or for reorganization, or for the appointment of a receiver, custodian or trustee, or for the arrangement of debts, or under any state or federal statute relating to debtor protection or insolvency, nor has any Seller or the Property been the subject of any such action, or to any Seller’s knowledge, has such action been threatened by or against any Seller.

(l) Litigation. To each Sellers’ actual knowledge, there are no legal actions, suits or other legal or administrative proceedings, including condemnation or similar cases or proceedings, pending or threatened, against the Property, or against Sellers and affecting the Property, other than eviction actions without counterclaim from any tenant and that certain matter captioned George Rothwell v. Terry Rothwell, in the Circuit Court of the Sixteenth Judicial District of the State of Arkansas, No. 12DR-20-110 (the “Divorce Proceeding”).

(m) Environmental. Except as may be disclosed in any environmental report provided by Sellers to Buyer, to each Seller’s actual knowledge, there is no Hazardous Substances (defined herein) or materials located on, in or upon the Property (other than cleaning supplies and other materials used in the normal course of business by Sellers on the Property in accordance with applicable laws). “Hazardous Substances” means (i) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined under the Environmental Laws, or any of them; (ii) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any mixtures thereof; (iv) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite, and/or actinolite, whether friable or non-friable; (v) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids; (vi) radon; (vii) any other hazardous or radioactive substance, material, pollutant, contaminant, or waste; and (viii) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring, or remediation.

(n) Leases. The Office Buildings are leased (collectively, the “Leases”) to Celerit Corporation, an Arkansas corporation (“Celerit Corporation”), and Celerit Solutions Corporation, an Arkansas corporation (“Celerit Solutions”). Except for such Leases of the Office Building, none of the Property or Personal Property is leased. Sellers shall fully terminate the Leases on or prior to Closing.

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(o) Survival of Representations and Warranties and Covenants and Agreements. The representations and warranties of Sellers as set forth herein shall be true and correct as of the date of Closing and shall survive the Closing of this transaction for a period of two (2) years after Closing. The covenants and agreements of the parties contained herein shall survive the Closing for a period of five (5) years or for the period specified therein. Notwithstanding the preceding sentence, any claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. Any claim arising out of or in connection with this Agreement must be brought, if at all, within five (5) years after the Closing Date, or within such shorter period as may be specified with respect to a particular claim, or it will be deemed waived and released.

The foregoing covenants, representations and warranties of Sellers are true and correct as of the date hereof and shall be in full force and effect and deemed to have been automatically reaffirmed and restated by Sellers in their entirety as of the date and time of Closing.

17. Operation of Property. During the period between the Effective Date and the Closing, Sellers shall:

(a) Comply with all state and municipal laws, ordinances, regulations and orders relating to the Properties;

(b) Comply with all the terms, conditions and provisions of the Leases;

(c) Without the prior written approval of Buyer, neither negotiate nor enter into any new service contract or modify any existing service contract affecting the use or operation of the Properties which cannot be terminated without charge, cost, penalty or premium on or before the Closing;

(d) Operate, manage and maintain the Property in the same manner as it has in the past and keep the Property and Personal Property in the condition it exists on the Effective Date, normal wear and tear and casualty excepted;

(e) Promptly notify Buyer in writing if any material change occurs in the occupancy or conditions affecting the Property;

(f) Provide Buyer and its representatives and agents reasonable access (subject to the rights of Tenants), during normal business hours, to the Property and to Sellers’ books and records relating to the operation of the Property.

18. Buyer Closing Contingencies. The obligations of Buyer to consummate the Closing are subject to the satisfaction, or waiver by Buyer in its sole discretion, as of and on the Closing Date, of the following conditions:

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(a) Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the each of the Sellers shall be true and correct in all material respects, other than representations and warranties which are qualified by materiality, each of which shall be true and correct in all respects, in each case, as of the Closing Date as if made on such date, and the Sellers shall have performed or complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by the Sellers prior to or at the Closing.

(b) Due Diligence Review. Buyer shall have completed its due diligence review and examination of the Property and Personal Property pursuant to the rights of inspection and objection to title, Survey and the Inspection Period as provided herein, to its satisfaction in its sole discretion.

(c) No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality that prohibits the consummation of transactions contemplated herein, other than the order of the Court approving the transactions herein in the Divorce Proceeding, and Buyer shall have obtained the approval of any governmental authorities as required in order to consummate the transactions contemplated herein.

(d) Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or required for the Closing to occur, or for the continued operation of the Property after the Closing Date on the basis as presently operated, shall have been obtained, and the approvals of the Sellers with respect to this Agreement and the transaction contemplated herein shall be remaining in full force and effect.

(e) Properties. The Property and Personal Property shall be free and clear of all Liens, except as otherwise provided in this Agreement, all contractors, suppliers, and others who have performed services or labor or have supplied materials in connection with Sellers’ development, ownership, or management of any Property have been paid in full, and all liens arising therefrom have been or by Closing will be satisfied and released or affirmatively insured over by the Title Company.

(f) Absence of Litigation. There shall be no actions, suits, proceedings or governmental investigations or inquiries pending or, to any Party’s knowledge, threatened against any Party which would prevent the consummation of the transactions contemplated herein.

(g) No Material Adverse Effect. Between the Effective Date and the Closing Date, there shall not have been any Material Adverse Effect.

(h) Merger. The transactions pursuant to the Merger Agreement, by and among (i) Buyer; (ii) S-CC Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Buyer; (iii) S-Solutions Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Buyer; (iv) Celerit Corporation; (v) Celerit Solutions; and (iv) Terry Rothwell, dated as of the Effective Date (the “Merger Transactions”) shall have been consummated.

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(i) Audited Financial Statements. The Audited Financial Statements shall have been completed and shall be cleared for inclusion by all necessary parties on the Form 8-K to be filed by Buyer following the Closing, and any and all costs related thereto shall be paid by Sollensys.

19. Brokers. Buyer and Sellers each hereby represent and warrant to the other that their sole contact with the other or with the Property has been made without the assistance of any broker or other third party. Buyer and Sellers each agrees to save and hold the other free and harmless from any claim, cost or expense, including reasonable attorneys’ fees, for or in connection with any claims for commissions or compensation claimed or asserted in connection with the transactions contemplated herein by any broker or other third party claiming by, through, or under the indemnifying party.

20. Notices. All notices, demands, instructions, and other communications required or permitted to be given to or made upon any party shall be in writing and personally delivered, or sent by registered or certified mail, postage prepaid, return receipt requested, or by Federal Express or another reputable courier delivery service, or by telecopier to the respective parties at their respective addresses (or to their respective telecopier numbers) indicated below:

(a)	If to Sellers:
	CRE HOLDINGS, LLC
	425 W. Capital Avenue, Suite 3700
	Little Rock, Arkansas 72201
	Attn: Cal McCastlain
	Email Address:

TERRY ROTHWELL

Email Address:

GEORGE ROTHWELL

Email Address:

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(b)	If to Buyer:
	Email Address:

at such other address, telecopier number, or email address as shall be designated by a party in a notice which complies with the terms of this Section. All such notices, demands, instructions, and other communications shall be deemed given and effective for purposes of this agreement on the day any such writing is delivered.

21. Attorney’s Fees and Costs. Each of the parties shall bear all its own attorney’s fees, costs, and expenses arising in connection with the negotiation, preparation, execution, and consummation of this Agreement.

22. 1031 Exchange. The parties hereby acknowledge that either party may effectuate an exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). Each party hereby agrees to reasonably cooperate with the other party so as to effectuate a deferred exchange under Section 1031 of the Code. The exchanging party hereby warrants and agrees to defend, hold harmless and indemnify the cooperating from any cost, liability or cause of action arising in connection with the deferred exchange. The indemnity contained in this section shall survive the Closing.

23. Agreement Jointly Drafted. This Agreement and all of its terms have been mutually and jointly drafted by all of the parties and shall not interpreted either for or against any of the parties.

24. Individual Authority Warranted. Each person executing this Agreement on behalf of a corporation, partnership, limited liability company, trust, or other legal entity represents and warrants, on behalf of himself and said corporation, partnership, limited liability company, trust, or other legal entity, that he is duly and fully authorized to do so for and on behalf of such undersigned entity.

25. No Merger. All the terms, covenants, representations, warranties, and agreements, if any, contained in this Agreement shall survive Closing and shall not merge into the General Warranty Deed.

26. Binding Effect and Benefit. This Agreement shall be binding upon, and shall inure to the benefit of, the parties, and their respective heirs, executors, administrators, personal representatives, successors, and assigns.

27. Governing Law. The substantive laws of the State of Arkansas shall govern the validity, construction, and enforcement of this Agreement for all purposes, without regard to principles of conflicts of law.

28. Further Assurances. At Closing, Buyer and Sellers shall each execute, acknowledge, and/or deliver such other and additional documents as may be reasonably required by Title Company, including, without limitation, (i) evidence authority and authorization to enter into and consummate the transaction contemplated hereby, and (ii) an original executed closing statement.

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29. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same agreement which shall be binding on all of the parties, notwithstanding that all of the parties are not signatory to the same counterpart.

30. Electronic, Facsimile Signatures. Electronic (PDF or similar format) or facsimile signatures hereon shall be sufficient to bind the parties.

31. Captions. All captions, titles, and headings to articles, sections, subsections, paragraphs, and other divisions of this Agreement are for the convenience of reference only and shall in no way be construed to modify, explain, enlarge, restrict, or affect the construction or interpretation of this Agreement.

32. Modification and Waiver. No modification, amendment, or waiver of any of the provisions of this Agreement, and no consent to any departure therefrom, shall be effective unless such modification, amendment, waiver, or consent shall be in writing and signed by all of the parties hereto.

33. Entire Agreement. This Agreement, together with all exhibits, instruments, certificates, documents, and other writings attached hereto or referred to herein, constitutes the entire agreement and understanding of the parties as to the matters covered hereby and supersedes all prior statements, agreements and understandings, whether written or oral, with respect to such matters. The parties agree that there are no oral agreements, understandings, representations or warranties which are not expressly set forth herein.

34. Time of the Essence. The time of fulfilling the obligations hereunder and keeping the agreements made herein is specifically made of the essence of this Agreement.

[Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

BUYER:
Scare holdings, LLC, a Delaware limited liability company
By:	/s/ Anthony Nolte
Sollensys Corp, a Nevada corporation
BY:	/s/ Donald Beavers
SELLER:
CRE Holdings, LLC, an Arkansas limited liability company
By:	/s/ Terry Rothwell
	Terry Rothwell, Managing Member
	/s/ George Benjamin Rothwell
	George Benjamin Rothwell, Member
	/s/ Terry Rothwell
	Terry Rothwell, Individually
	/s/ George Benjamin Rothwell
	George Benjamin Rothwell, Individually

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EX-10.7

Exhibit 10.7

Executive Employment Agreement

Dated as of April 7, 2022

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Sollensys Corp., a Nevada corporation (the “Company”) and Terry Rothwell (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company now desires to employ the Executive as the Chief Executive Officer of each of Celerit Corporation and Celerit Solutions Corporation, which are both wholly owned subsidiaries of the Company (the “Subsidiaries”) and the Executive desires to serve in such capacities on behalf of the Subsidiaries, in each case subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Employment.

(a) Term. The term of this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier of (i) the first (1^st) anniversary of the Effective Date and (ii) the time of the termination of the Executive’s employment in accordance with the provisions herein. The Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Executive provides notice to the other Party of their desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment herein shall be “at will” meaning that either Executive or the Company may terminate Executive’s employment at any time and for any reason, subject to Section 3. Any contrary representations that may have been made to Executive are superseded by this Agreement.

(b) Duties. The Company hereby appoints Executive, and Executive shall serve, as the Chief Executive Officer of each of the Subsidiaries, and shall report to the Board of Directors of the applicable Subsidiary (the “Board”). The Executive shall have such duties and responsibilities as are consistent with Executive’s position with the Subsidiaries. In addition, the Executive shall perform all other duties and accept all other responsibilities incident to such position as may reasonably assigned to Executive by the applicable Board. The Company and the Subsidiaries may be referred to herein collectively as the “Sollensys Entities”. During the Term of this Agreement Executive shall be a voting member of the Board of Directors of Celerit Corporation.

(c) Limitations. Notwithstanding the Executive’s position with the Subsidiaries, Executive shall have no power to, and covenants and agrees that Executive shall not, undertake any of the following actions or bind any Sollensys Entity with respect to agreements related to any of the following actions, nor purport to have the power to do so, without the prior written approval of a majority of the Board:

(i) sell any equity interests of any Sollensys Entity;

(ii) buy equity interests in any other entity whether an internal Company entity or an entity outside of the Company;

(iii) hire anyone at any Sollensys Entity at the vice-president level or higher, or anyone making $150,000 or more per year regardless of title;

(iv) promote someone internally at any Sollensys Entity to vice-president level or hire, or agree to pay them over $150,000 per year;

(v) change auditors for any Sollensys Entity;

(vi) engage a law firm for any Sollensys Entity

(vii) Settle or initiate a lawsuit with respect to any Sollensys Entity;

(viii) Sign any contract or other agreement with a value or expected payments of over $50,000 with respect to any Sollensys Entity;

(ix) Change banks with respect to any Sollensys Entity; or

(x) Sell any of property of any Sollensys Entity other than in the ordinary course of business.

2. Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.

(a) Base Salary. The Company shall pay to the Executive an annual base salary of $135,000, payable on a monthly basis commencing on the Effective Date (as the same may be adjusted herein, the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s payroll policies.

(b) Bonus. The Executive shall be paid an annual bonus of $210,000 (the “Annual Bonus”), which shall be payable on a quarterly basis commencing on the Effective Date.

(c) Fringe Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company’s executive officers, including 35 days of paid vacation or personal time off/sick days, collectively, annually. The Company covenants and agrees that, during the Term, the Company shall cause the Subsidiaries to keep in place such insurance policies as in place immediately prior to the Effective Date, providing coverage to the Executive in Executive’s prior position at the Subsidiaries, such that Executive remains covered by such insurance policies during the Term.

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(d) Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance of Executive’s duties hereunder and in accordance with the Company’s expense reimbursement policies and procedures.

3. Termination.

(a) Definition of Cause. For purposes hereof, “Cause” shall mean:

(i) a violation of any material written rule or policy of any Sollensys Entity for which violation any employee may be terminated pursuant to the written policies of any Sollensys Entity reasonably applicable to an executive employee;

(ii) misconduct by the Executive to the material detriment of any Sollensys Entity;

(iii) the Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

(iv) the Executive’s gross negligence in the performance of Executive’s duties and responsibilities to any Sollensys Entity as described in this Agreement; or

(v) any breach of the provisions as set forth in Section 1(c);

(vi) the Executive’s gross negligence in the performance of Executive’s duties and responsibilities to the Subsidiaries as described in this Agreement; or

(vii) the Executive’s material failure to perform Executive’s duties and responsibilities to the Subsidiaries as described in this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company) or failure to comply with the other terms and conditions herein, in either case after written notice from the Board to the Executive of the specific nature of such material failure and the Executive’s failure to cure such material failure within 10 days following receipt of such notice.

(b) Definition of Good Reason. For purposes hereof, “Good Reason” shall mean:

(i) a material diminution by the Subsidiaries of compensation and benefits (taken as a whole) provided to the Executive;

(ii) a reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel;

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(iii) the relocation of the Executive’s principal executive office to a location more than 50 miles further from the Executive’s principal executive office immediately prior to such relocation; or

(iv) a material breach by the Company of any of the terms and conditions of this Agreement which the Company fails to correct within 10 days after the Company receives written notice from Executive of such violation.

(c) Termination by the Company. The Company may terminate the Term and Executive’s employment hereunder at any time, with or without Cause, subject to the terms and conditions herein.

(i) For Cause. In the event that the Company terminates the Term or Executive’s employment hereunder with Cause, then in such event, subject to Section 3(f), (i) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed expenses, pursuant to the terms of Section 2(d), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (ii) any unvested portion of any equity granted to Executive hereunder or under any other agreements with the Company (collectively, the “Equity Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties; and (iii) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

(ii) Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(f), (i) the Company shall pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed expenses incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (ii) the Company shall pay to Executive, in one lump sum, an amount equal to the greater of (1) the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, and (2) the total Base Salary that would have been paid to Executive for a one year period based on the Base Salary as of the date of termination, which shall be paid within 10 days following the termination date; (iii) the Company shall pay to Executive, in one lump sum, an amount equal to the Annual Bonus which shall be paid within 10 days following the termination date; (iv) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (v) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

(d) Termination by the Executive. The Executive may terminate the Term and resign from Executive’s employment hereunder at any time, with or without Good Reason.

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(i) With Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and Executive shall, subject to Section 3(f), be entitled to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company without Cause pursuant to Section 3(c)(ii).

(ii) Without Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder without Good Reason, the Company shall pay to Executive the amounts, and Executive shall be entitled, subject to Section 3(f), to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company with Cause pursuant to Section 3(c)(i).

(e) Termination by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

(f) Conflict. In the event of a conflict between the terms and conditions herein and those in any other agreement or contract between the Company and the Executive with respect to any Equity Grants granted to Executive, the terms and conditions of such other agreement or contract shall control.

4. Payments.

(a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment or benefit provided to the Executive under this Agreement or otherwise, whether or not in connection with a Change of Control, as defined below (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence (or, if greater, the state and locality in which Executive is required to file a nonresident income tax return with respect to the Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

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(b) All determinations made pursuant to Section 4(a) shall be made by the Company which shall provide its determination and any supporting calculations (the “Determination”) to the Executive within thirty days of the date of the Executive’s termination or any other date selected by the Executive or the Company. Within ten calendar days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with the Determination. If there is no dispute, the Determination by the Company shall be final, binding and conclusive upon the Executive, subject to the application of Section 4(c). Within ten days after the Company’s determination, the Company shall pay to the Executive the Gross-Up Payment, if any. If the Company determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such Determination, furnish Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on Executive’s federal, state, local income or other tax return. The Company agrees to indemnify and hold harmless the Executive of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 4(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Company.

(c) As a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Gross-Up Payments either will have been made which should not have been made, or will not have been made which should have been made, by the Company (an “Excess Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is established pursuant to (A) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually for any period during which the Executive held such Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment occurs as determined under one or more of the following circumstances: (I) such determination is made by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or is made by the IRS, (II) such determination is made by a court, or (III) such determination is made upon the resolution to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination or resolution, together with interest on such amount at 120% of the applicable federal rate compounded semi-annually from the date such amount should have been paid to the Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 4(c), until the date of payment.

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(d) A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

5. Post-Termination Assistance. Upon the Executive’s termination of employment hereunder, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Sollensys Entities and the orderly transfer of work to other employees of the Sollensys Entities following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Sollensys Entities as may reasonably be requested by the Sollensys Entities in connection with any audit, governmental investigation, litigation, or other dispute in which any Sollensys Entity is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

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6. No Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others; provided, however, the Company shall have the right to offset the amount of any funds loaned or advanced to the Executive and not repaid against any severance obligations the Company may have to the Executive hereunder.

7. Confidentiality

(a) Definition. For purposes of this Agreement, “Confidential Information” shall mean all Company Work Product (as hereinafter defined) and all non-public written, electronic, and oral information or materials of the Sollensys Entities communicated to or otherwise obtained by Executive in connection with this Agreement, which is related to the products, business and activities of Sollensys Entities, their Affiliates (as defined below), and subsidiaries, and their respective customers, clients, suppliers, and other entities with which such party does business, including: (i) all costing, pricing, technology, software, documentation, research, techniques, procedures, processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property and all other proprietary information of Sollensys Entities; (ii) the terms of this Agreement; and (iii) any other information identified as confidential in writing by any Sollensys Entity. Confidential Information shall not include information that: (a) was lawfully known by Executive without an obligation of confidentiality before its receipt from the Sollensys Entities; (b) is independently developed by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly available without a breach by Executive of this Agreement; or (d) is disclosed to Executive by a third party which is not required to maintain its confidentiality. An “Affiliate” of a Party shall mean any entity directly or indirectly controlling, controlled by, or under common control with, such Party at any time during the Term for so long as such control exists.

(b) Company Ownership. Company shall retain all right, title, and interest to the Confidential Information, including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Subject to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive, non-transferable, license during the Term to use any Confidential Information solely to the extent that such Confidential Information is necessary for the performance of Executive’s duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in Confidential Information, which shall be the sole and exclusive property and confidential information of Company. No identifying marks, copyright or proprietary right notices may be deleted from any copy of Confidential Information. Nothing contained herein shall be construed to limit the rights of the Sollensys Entities from performing similar services for, or delivering the same or similar deliverable to, third parties using the Confidential Information and/or using the same personnel to provide any such services or deliverables.

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(c) Confidentiality Obligations. Executive agrees to hold the Confidential Information in confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such Confidential Information to any person or entity or to use the Confidential Information for any purposes whatsoever, without the express written permission of Company, other than disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors and agents on a “need-to-know” basis as reasonably required for the performance of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall be responsible to Company for any violation of this Section 7 by Executive’s employees, subcontractors, and agents. Executive shall maintain the Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Executive employs concerning its own information of like kind and character.

(d) Required Disclosure. If Executive is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Executive shall, to the extent permitted by applicable law, promptly notify Company of that request and cooperate with Company, at Company’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Executive shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

(e) Enforcement. Executive acknowledges that the Confidential Information is unique and valuable, and that remedies at law will be inadequate to protect the Sollensys Entities from any actual or threatened breach of this Section 7 by Executive and that any such breach would cause irreparable and continuing injury to the Sollensys Entities. Therefore, Executive agrees that the Sollensys Entities shall be entitled to seek equitable relief with respect to the enforcement of this Section 7 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to any Sollensys Entity at law or in equity. For greater clarity, in the event of a breach or threatened breach by Executive of any of the provisions of this Section 7, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, the Sollensys Entities shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain any such breach or threatened breach by Executive, and Executive agrees that an interim injunction may be granted against Executive immediately on the commencement of any action, claim, suit or proceeding by the Sollensys Entities to enforce the provisions of this Section 7, and Executive further irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in equity is necessary to enforce the terms of this Section 7, Executive, if it is determined to be at fault, shall pay the Sollensys Entities’ reasonable legal fees and expenses on a substantial indemnity basis.

(f) Related Duties. Executive shall: (i) promptly deliver to Company upon Company’s request all materials in Executive’s possession which contain Confidential Information; (ii) use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information; (iii) notify Company in writing immediately upon discovery of any such unauthorized use or disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential Information and to prevent further unauthorized use and disclosure thereof.

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(g) Legal Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive may disclose confidential information as may be expressly required by law, governmental rule, regulation, executive order, court order, or in connection with a dispute between the Parties; provided that prior to making any such disclosure, subject to applicable law, Executive shall use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior written notice setting forth with specificity the reason(s) for such disclosure, supporting documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope and duration of such disclosure to the strictest possible extent.

(h) Limitation. Except as specifically set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted by the Sollensys Entities to Executive hereunder, or are to be implied by this Agreement. Except for the restrictions on use and disclosure of Confidential Information imposed in this Agreement, no obligation of any kind is assumed or implied against either Party or their Affiliates by virtue of meetings or conversations between the Parties hereto with respect to the subject matter stated above or with respect to the exchange of Confidential Information. Each Party further acknowledges that this Agreement and any meetings and communications of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute an offer, request, invitation or contract with the other Party to engage in any research, development or other work; (ii) constitute an offer, request, invitation or contract involving a buyer-seller relationship, joint venture, teaming or partnership relationship between the Parties and their affiliates; or (iii) constitute a representation, warranty, assurance, guarantee or inducement with respect to the accuracy or completeness of any Confidential Information or the non-infringement of the rights of third persons.

8. Intellectual Property Rights.

(a) Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Executive in the course of any work performed for the Sollensys Entities (“Company Work Product”). Executive agrees (a) to use Executive’s best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company’s express written consent on a case-by-case basis.

(b) Ownership of Company Work Product. Executive agrees that any and all Company Work Product conceived, written, created or first reduced to practice in the performance of work under this Agreement shall be deemed “work for hire” under applicable law and shall be the sole and exclusive property of Company.

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(c) Assignment of Company Work Product. Executive irrevocably assigns to Company all right, title and interest worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company’s ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Executive owned or controlled Work Product or technology that Executive uses to complete the services and which is necessary for Company to use or exploit the Company Work Product.

(d) Assistance. Executive agrees to cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company’s rights in Company Work Product and to execute, when requested, any other documents deemed necessary by Company to carry out the purpose of this Agreement. Executive will assist Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Work Product in any and all countries. Executive’s obligation to assist Company with respect to Proprietary Rights relating to such Company Work Product in any and all countries shall continue beyond the termination of this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the time actually spent by Executive at Company’s request on such assistance.

(e) Execution of Documents. In the event Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document requested by Company pursuant to this Section 8 within seven (7) days of the Company’s initial request to Executive, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and on its behalf solely to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 8 with the same legal force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Executive now or may hereafter have for infringement of any Proprietary Rights assignable hereunder to Company.

(f) Executive Representations and Warranties. Executive hereby represents and warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any element thereof will infringe the intellectual property rights of any third party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to enter into and perform Executive’s obligations under this Agreement without the consent of any third party; (vi) Executive will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company’s property) during the Term; and (vii) should Company permit Executive to use any of Company’s equipment, tools, or facilities during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including death) or damage to property (including Company’s property) arising out of use of such equipment, tools or facilities.

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9. Non-Solicitation

(a) Business Interests. The Parties acknowledge that the Sollensys Entities are engaged in the various business as disclosed to the Executive (together with such other activities as may be engaged in from time to time, the “Existing Business”). As part of this Existing Business, the Sollensys Entities have developed and continue to develop Confidential Information regarding the operation of such business. In addition, the Sollensys Entities have developed and continue to develop substantial relationships with existing and prospective clients, accounts, suppliers and others, as well as goodwill associated with these relationships and business. These relationships are a substantial business asset owned by, and proprietary to, the Sollensys Entities and are integral to the Sollensys Entities’ Existing Business and continued operation. The Sollensys Entities are also engaged in expanding their respective business by developing new business concepts and services (the “Developing Business”). As part of this Developing Business, the Sollensys Entities have developed and continue to develop Confidential Information related thereto, valuable relationships with prospective and existing clients, accounts, suppliers and others, and continues to create goodwill associated with these relationships and business. The Developing Business is a substantial business asset owned by, and proprietary to, the Sollensys Entities. In addition to the Existing Business and the Developing Business, the Sollensys Entities have other legitimate business interests which are necessary to protect through the provisions of this Section 9, which Executive acknowledges include, but are not limited to the following (collectively the “Other Legitimate Business Interests”):

(i) The Sollensys Entities have expended considerable resources in developing relationships with its suppliers, clients and customers;

(ii) The Sollensys Entities have expended considerable resources to recruit and hire vendors and/or employees who could perform services for Company;

(iii) Executive may, through the contractual relationship set forth herein, develop a substantial relationship with the Sollensys Entities’ existing or potential clients, including but not limited to being the sole or primary contact between the Sollensys Entities and their respective clients and principals; and

(iv) The relationship between the Sollensys Entities and their respective clients and principals will depend on the quality and quantity of the services Executive performs for Subsidiaries.

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(b) Acknowledgement of Company’s Right to Protection of Business Interests. Executive acknowledges and agrees that the Sollensys Entities desire, are entitled to, and deserve, protection of their legitimate business interests associated with the Existing Business, the Developing Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the restrictions set forth in this Section 9 as reasonable under the circumstances.

(c) No-Solicitation. In recognition and consideration of the Sollensys Entities Existing Business, Developing Business and Other Legitimate Business Interests, subject to applicable law, Executive agrees that, for the Term and for a period of three (3) years thereafter, Executive shall not, directly or indirectly solicit or discuss with any employee of the Sollensys Entities the employment of such the Sollensys Entity employee by any other commercial enterprise other than the Sollensys Entities, nor recruit, attempt to recruit, hire or attempt to hire any such Sollensys Entity employee on behalf of any commercial enterprise other than the Sollensys Entities. Nothing in this Section 9(c) shall prohibit Executive from undertaking a general recruitment advertisement provided that the foregoing is not targeted towards any person identified above, or from hiring, employing or engaging any such person who responds to such general recruitment advertisement.

(d) Remedies for Breach of Restrictions.

(i) Executive admits and agrees that Executive’s breach of the provisions of this Section 9 would result in irreparable harm to the Sollensys Entities. Accordingly, in the event of Executive’s breach or threatened breach of such restrictions, Executive agrees that the Sollensys Entities shall be entitled to an injunction restraining such breach or threatened breach without the necessity of posting a bond or other security. Further, in the event of Executive’s breach, the duration of the restrictions contained in this Section 9 shall be extended for the entire time that the breach existed so that the Sollensys Entities are provided with the full time period provided herein.

(ii) In addition to injunctive relief, the Sollensys Entities shall be entitled to any other remedy available in law or equity by reason of Executive’s breach or threatened breach of the restrictions contained in this Section 9.

(iii) If any Sollensys Entity retains an attorney to enforce the provisions of this Section 9, the Company shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.

(e) Blue Pencil. Executive has carefully read and considered the provisions of this Section 9 and, having done so, agrees that the restrictions set forth in such Section 9 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Sollensys Entities. In the event that a court of competent jurisdiction shall determine that any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is their desire that such court substitute an enforceable restriction in place of any restriction deemed unenforceable, and that the substitute restriction be deemed incorporated herein and enforceable against Executive. It is the intent of the Parties hereto that the court, in so determining any such enforceable substitute restriction, recognize that it is their intent that the foregoing restrictions be imposed and maintained to the greatest extent possible.

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10. Representations and Warranties Relating to Securities. Any shares of Common Stock or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 10 with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

(a) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act (an “Accredited Investor”).

(b) Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(c) Executive understands that the Securities are being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

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(d) Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(e) Executive also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(f) Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

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(g) Executive understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(h) This Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

(i) Executive is an individual resident of the state set forth in the notices provision for Executive herein.

11. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect, provided however, that notwithstanding the forgoing the Company may transfer, assign or delegate to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations or duties hereunder. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

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13. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto. The Subsidiaries are intended third party beneficiaries of this Agreement and each Subsidiary may enforce the terms and conditions herein which are reasonably applicable to the benefit of such Subsidiary.

14. Entire Agreement; Effectiveness of Agreement. This Agreement and any other agreement entered into between the Company and Executive with respect to the issuance of any equity securities of the Company or other equity awards relating to the Company set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

15. Survival. The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9 and Section 13 through Section 26, inclusive, shall survive any termination or expiration of this Agreement, and provided that any expiration or termination of this Agreement shall not excuse a Party from compliance with, or fulfillment of, any obligations or conditions which arose prior to such expiration or termination.

16. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

17. Governing Law and Waiver of Jury Trial.

(a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined, and this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such state, without giving effect to the choice of law provisions of such state.

(b) Subject to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the state and federal courts sitting in BREVARD COUNTY, FLORIDA (the “Selected Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law.

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(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17(c).

(d) Subject to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

18. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment hereunder, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration in Palm Bay, Florida pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Subject to the provisions of Section 18, each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

19. General Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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20. Indemnification. During the Term, the Executive shall be entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of the Executive’s position with the Subsidiaries in any capacity, in an amount not less than the highest amount available to any other executive, and such coverage and protections, with respect to the various liabilities as to which the Executive has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the Term. Any indemnification agreement entered into between the Company and the Executive shall continue in full force and effect in accordance with its terms following the termination of this Agreement.

21. Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein.

22. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email.

If to the Company:

Sollensys Corp.

Attn: Donald Beavers

2475 Palm Bay Rd. NE, Suite 120

Palm Bay, FL 32905

Email: don@probabilityandstatistics.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

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If to Executive, to:

Terry Rothwell

19 Bella Rosa Ct.

Little Rock, AR 72223

Email: terry.rothwell@celerit.com

23. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

24. Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company, and that Counsel has prepared this Agreement at the request of the Company, and that Counsel is not legal counsel to Executive individually. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to the Company and preparing this Agreement, and that Counsel has advised each of the Parties to retain separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith, and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does not owe any duties to Executive in Executive’s individual capacity in connection with this Agreement and the transactions contemplated herein. Each of the Parties hereby waives any conflict of interest which may apply with respect to Counsel’s actions as set forth herein, and the Parties confirm that the Parties have previously negotiated the material terms of the agreements as set forth herein.

25. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

26. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

[Signatures appear on following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Sollensys Corp.
By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	President
Executive: Terry Rothwell
By:	/s/ Terry Rothwell
Name:	Terry Rothwell

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EX-10.8

Exhibit 10.8

Executive Employment Agreement

Dated as of April 7, 2022

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Sollensys Corp., a Nevada corporation (the “Company”) and Ron Harmon (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Company now desires to employ the Executive as the Chief Operating Officer of each of Celerit Corporation and Celerit Solutions Corporation, which are both wholly owned subsidiaries of the Company (the “Subsidiaries”) and the Executive desires to serve in such capacities on behalf of the Subsidiaries, in each case subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Employment.

(a) Term. The term of this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier of (i) the first (1^st) anniversary of the Effective Date and (ii) the time of the termination of the Executive’s employment in accordance with the provisions herein. The Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Executive provides notice to the other Party of their desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment herein shall be “at will” meaning that either Executive or the Company may terminate Executive’s employment at any time and for any reason, subject to Section 3. Any contrary representations that may have been made to Executive are superseded by this Agreement.

(b) Duties. The Company hereby appoints Executive, and Executive shall serve, as the Chief Operating Officer of each of the Subsidiaries, and shall report to the Board of Directors of the applicable Subsidiary (the “Board”). The Executive shall have such duties and responsibilities as are consistent with Executive’s position with the Subsidiaries. In addition, the Executive shall perform all other duties and accept all other responsibilities incident to such position as may reasonably assigned to Executive by the applicable Board. The Company and the Subsidiaries may be referred to herein collectively as the “Sollensys Entities”.

(c) Limitations. Notwithstanding the Executive’s position with the Subsidiaries, Executive shall have no power to, and covenants and agrees that Executive shall not, undertake any of the following actions or bind any Sollensys Entity with respect to agreements related to any of the following actions, nor purport to have the power to do so, without the prior written approval of a majority of the Board:

(i) sell any equity interests of any Sollensys Entity;

(ii) buy equity interests in any other entity, whether an internal Company entity or an entity outside of the Company;

(iii) hire anyone at any Sollensys Entity at the vice-president level or higher, or anyone making $150,000 or more per year regardless of title;

(iv) promote someone internally at any Sollensys Entity to vice-president level or hire, or agree to pay them over $150,000 per year;

(v) change auditors for any Sollensys Entity;

(vi) engage a law firm for any Sollensys Entity;

(vii) Settle or initiate a lawsuit with respect to any Sollensys Entity;

(viii) Sign any contract or other agreement with a value or expected payments of over $100,000 with respect to any Sollensys Entity;

(ix) Change banks with respect to any Sollensys Entity; or

(x) Sell any of property of any Sollensys Entity other than in the ordinary course of business.

2. Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.

(a) Base Salary. The Company shall pay to the Executive an annual base salary of $240,000.00 payable on a monthly basis commencing on the Effective Date (as the same may be adjusted herein, the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s payroll policies.

(b) Bonuses.

(i) The Executive shall be paid an annual bonus of $70,000 (the “Annual Bonus”), which shall be payable on a quarterly basis commencing on the Effective Date.

(ii) The Chief Executive Officer of Sollensys and Executive shall also agree on a set income target for the Subsidiary for each calendar year of the Term commencing in calendar year 2022, which shall be subject to the approval of the Board of Directors of the Company (the “Target”) and, in the event that the Target is exceeded, Executive shall be entitled to receive a bonus in the amount of 7% of the excess of actual net income for the Subsidiary over the Target (the “Stretch Bonus”), which, if payable, shall be paid prior to the end of the first calendar quarter of the following year, or upon completion of the audit for Sollensys for the prior calendar year, whichever occurs first.

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(c) Fringe Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company’s executive officers, including 35 days of paid vacation or personal time off/sick days, collectively, annually. The Company covenants and agrees that, during the Term, the Company shall cause the Subsidiaries to keep in place such insurance policies as in place immediately prior to the Effective Date, providing coverage to the Executive in Executive’s prior position at the Subsidiaries, such that Executive remains covered by such insurance policies during the Term.

(d) Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance of Executive’s duties hereunder and in accordance with the Company’s expense reimbursement policies and procedures.

(e) Reevaluate Executive Employment Agreement. The Company and Executive will reevaluate and increase Executive’s compensation no later than September 30, 2022, considering, among other things, Executive’s performance and duties as impacted by the post-closing activities resulting from the merger of the Company and the Executive’s former employer.

3. Termination.

(a) Definition of Cause. For purposes hereof, “Cause” shall mean:

(i) a violation of any material written rule or policy of any Sollensys Entity for which violation any employee may be terminated pursuant to the written policies of any Sollensys Entity reasonably applicable to an executive employee;

(ii) misconduct by the Executive to the material detriment of any Sollensys Entity;

(iii) the Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

(iv) the Executive’s gross negligence in the performance of Executive’s duties and responsibilities to any Sollensys Entity as described in this Agreement; or

(v) any breach of the provisions as set forth in Section 1(c);

(vi) the Executive’s gross negligence in the performance of Executive’s duties and responsibilities to the Subsidiaries as described in this Agreement; or

(vii) the Executive’s material failure to perform Executive’s duties and responsibilities to the Subsidiaries as described in this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company) or failure to comply with the other terms and conditions herein, in either case after written notice from the Board to the Executive of the specific nature of such material failure and the Executive’s failure to cure such material failure within 10 days following receipt of such notice.

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(b) Definition of Good Reason. For purposes hereof, “Good Reason” shall mean:

(i) a material diminution by the Subsidiaries of compensation and benefits (taken as a whole) provided to the Executive;

(ii) a reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel;

(iii) the relocation of the Executive’s principal executive office to a location more than 50 miles further from the Executive’s principal executive office immediately prior to such relocation; or

(iv) a material breach by the Company of any of the terms and conditions of this Agreement which the Company fails to correct within 10 days after the Company receives written notice from Executive of such violation.

(c) Termination by the Company. The Company may terminate the Term and Executive’s employment hereunder at any time, with or without Cause, subject to the terms and conditions herein.

(i) For Cause. In the event that the Company terminates the Term or Executive’s employment hereunder with Cause, then in such event, subject to Section 3(f), (i) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed expenses, pursuant to the terms of Section 2(d), incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (ii) any unvested portion of any equity granted to Executive hereunder or under any other agreements with the Company (collectively, the “Equity Grants”) shall immediately be forfeited as of the termination date without any further action of the Parties; and (iii) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

(ii) Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(f), (i) the Company shall pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed expenses incurred by the Executive in each case through the termination date, and each of which shall be paid within 10 days following the termination date; (ii) the Company shall pay to Executive, in one lump sum, an amount equal to the greater of (1) the Base Salary that would have been paid to Executive for the remainder of the Initial Term (if such termination occurs during the Initial Term) or Renewal Term (if such termination occurs during a Renewal Term), as applicable, and (2) the total Base Salary that would have been paid to Executive for a one year period based on the Base Salary as of the date of termination, which shall be paid within 10 days following the termination date; (iii) the Company shall pay to Executive, in one lump sum, an amount equal to the Annual Bonus which shall be paid within 10 days following the termination date; (iv) in the event that the Target is ultimately achieved for the calendar year in which the termination occurs, the Company shall pay to Executive the Stretch Bonus, in one lump sum, which shall be paid within 90 days following the expiration of the applicable calendar year; (v) any Equity Grant already made to Executive shall, to the extent not already vested, be deemed automatically vested; and (vi) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 15.

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(d) Termination by the Executive. The Executive may terminate the Term and resign from Executive’s employment hereunder at any time, with or without Good Reason.

(i) With Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and Executive shall, subject to Section 3(f), be entitled to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company without Cause pursuant to Section 3(c)(ii).

(ii) Without Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder without Good Reason, the Company shall pay to Executive the amounts, and Executive shall be entitled, subject to Section 3(f), to such benefits (including without limitation any vesting of unvested shares under any Equity Grant), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company with Cause pursuant to Section 3(c)(i).

(e) Termination by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

(f) Conflict. In the event of a conflict between the terms and conditions herein and those in any other agreement or contract between the Company and the Executive with respect to any Equity Grants granted to Executive, the terms and conditions of such other agreement or contract shall control.

4. Payments.

(a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment or benefit provided to the Executive under this Agreement or otherwise, whether or not in connection with a Change of Control, as defined below (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such that the Payment would be subject to an excise tax under section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount of the Gross-Up Payment retained by the Executive after the payment of any Excise Tax and any federal, state and local income and employment tax on the Gross-Up Payment, shall be equal to the Excise Tax due on the Payment and any interest and penalties in respect of such Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence (or, if greater, the state and locality in which Executive is required to file a nonresident income tax return with respect to the Payment) in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

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(b) All determinations made pursuant to Section 4(a) shall be made by the Company which shall provide its determination and any supporting calculations (the “Determination”) to the Executive within thirty days of the date of the Executive’s termination or any other date selected by the Executive or the Company. Within ten calendar days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with the Determination. If there is no dispute, the Determination by the Company shall be final, binding and conclusive upon the Executive, subject to the application of Section 4(c). Within ten days after the Company’s determination, the Company shall pay to the Executive the Gross-Up Payment, if any. If the Company determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such Determination, furnish Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on Executive’s federal, state, local income or other tax return. The Company agrees to indemnify and hold harmless the Executive of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 4(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Company.

(c) As a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Gross-Up Payments either will have been made which should not have been made, or will not have been made which should have been made, by the Company (an “Excess Gross-Up Payment” or a “Gross-Up Underpayment,” respectively). If it is established pursuant to (A) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (B) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Gross-Up Payment has been made, such Excess Gross-Up Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Gross-Up Payment and the Executive shall repay the Excess Gross-Up Payment to the Company either (i) on demand, if the Executive is in possession of the Excess Gross-Up Payment or (ii) upon the refund of such Excess Gross-Up Payment to the Executive from the IRS, if the IRS is in possession of such Excess Gross-Up Payment, together with interest on the Excess Gross-Up Payment at (X) 120% of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually for any period during which the Executive held such Excess Gross-Up Payment and (Y) the interest rate paid to the Executive by the IRS in respect of any period during which the IRS held such Excess Gross-Up Payment. If a Gross-Up Underpayment occurs as determined under one or more of the following circumstances: (I) such determination is made by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or is made by the IRS, (II) such determination is made by a court, or (III) such determination is made upon the resolution to the Executive’s satisfaction of the Dispute, then the Company shall pay an amount equal to the Gross-Up Underpayment to the Executive within ten calendar days of such determination or resolution, together with interest on such amount at 120% of the applicable federal rate compounded semi-annually from the date such amount should have been paid to the Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 4(c), until the date of payment.

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(d) A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

5. Post-Termination Assistance. Upon the Executive’s termination of employment hereunder, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Sollensys Entities and the orderly transfer of work to other employees of the Sollensys Entities following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Sollensys Entities as may reasonably be requested by the Sollensys Entities in connection with any audit, governmental investigation, litigation, or other dispute in which any Sollensys Entity is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

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6. No Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others; provided, however, the Company shall have the right to offset the amount of any funds loaned or advanced to the Executive and not repaid against any severance obligations the Company may have to the Executive hereunder.

7. Confidentiality

(a) Definition. For purposes of this Agreement, “Confidential Information” shall mean all Company Work Product (as hereinafter defined) and all non-public written, electronic, and oral information or materials of the Sollensys Entities communicated to or otherwise obtained by Executive in connection with this Agreement, which is related to the products, business and activities of Sollensys Entities, their Affiliates (as defined below), and subsidiaries, and their respective customers, clients, suppliers, and other entities with which such party does business, including: (i) all costing, pricing, technology, software, documentation, research, techniques, procedures, processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property and all other proprietary information of Sollensys Entities; (ii) the terms of this Agreement; and (iii) any other information identified as confidential in writing by any Sollensys Entity. Confidential Information shall not include information that: (a) was lawfully known by Executive without an obligation of confidentiality before its receipt from the Sollensys Entities; (b) is independently developed by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly available without a breach by Executive of this Agreement; or (d) is disclosed to Executive by a third party which is not required to maintain its confidentiality. An “Affiliate” of a Party shall mean any entity directly or indirectly controlling, controlled by, or under common control with, such Party at any time during the Term for so long as such control exists.

(b) Company Ownership. Company shall retain all right, title, and interest to the Confidential Information, including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Subject to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive, non-transferable, license during the Term to use any Confidential Information solely to the extent that such Confidential Information is necessary for the performance of Executive’s duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in Confidential Information, which shall be the sole and exclusive property and confidential information of Company. No identifying marks, copyright or proprietary right notices may be deleted from any copy of Confidential Information. Nothing contained herein shall be construed to limit the rights of the Sollensys Entities from performing similar services for, or delivering the same or similar deliverable to, third parties using the Confidential Information and/or using the same personnel to provide any such services or deliverables.

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(c) Confidentiality Obligations. Executive agrees to hold the Confidential Information in confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such Confidential Information to any person or entity or to use the Confidential Information for any purposes whatsoever, without the express written permission of Company, other than disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors and agents on a “need-to-know” basis as reasonably required for the performance of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall be responsible to Company for any violation of this Section 7 by Executive’s employees, subcontractors, and agents. Executive shall maintain the Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Executive employs concerning its own information of like kind and character.

(d) Required Disclosure. If Executive is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Executive shall, to the extent permitted by applicable law, promptly notify Company of that request and cooperate with Company, at Company’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Executive shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

(e) Enforcement. Executive acknowledges that the Confidential Information is unique and valuable, and that remedies at law will be inadequate to protect the Sollensys Entities from any actual or threatened breach of this Section 7 by Executive and that any such breach would cause irreparable and continuing injury to the Sollensys Entities. Therefore, Executive agrees that the Sollensys Entities shall be entitled to seek equitable relief with respect to the enforcement of this Section 7 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to any Sollensys Entity at law or in equity. For greater clarity, in the event of a breach or threatened breach by Executive of any of the provisions of this Section 7, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, the Sollensys Entities shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain any such breach or threatened breach by Executive, and Executive agrees that an interim injunction may be granted against Executive immediately on the commencement of any action, claim, suit or proceeding by the Sollensys Entities to enforce the provisions of this Section 7, and Executive further irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in equity is necessary to enforce the terms of this Section 7, Executive, if it is determined to be at fault, shall pay the Sollensys Entities’ reasonable legal fees and expenses on a substantial indemnity basis.

(f) Related Duties. Executive shall: (i) promptly deliver to Company upon Company’s request all materials in Executive’s possession which contain Confidential Information; (ii) use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information; (iii) notify Company in writing immediately upon discovery of any such unauthorized use or disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential Information and to prevent further unauthorized use and disclosure thereof.

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(g) Legal Exceptions. Further notwithstanding the foregoing provisions of this Section 7, Executive may disclose confidential information as may be expressly required by law, governmental rule, regulation, executive order, court order, or in connection with a dispute between the Parties; provided that prior to making any such disclosure, subject to applicable law, Executive shall use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior written notice setting forth with specificity the reason(s) for such disclosure, supporting documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope and duration of such disclosure to the strictest possible extent.

(h) Limitation. Except as specifically set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted by the Sollensys Entities to Executive hereunder, or are to be implied by this Agreement. Except for the restrictions on use and disclosure of Confidential Information imposed in this Agreement, no obligation of any kind is assumed or implied against either Party or their Affiliates by virtue of meetings or conversations between the Parties hereto with respect to the subject matter stated above or with respect to the exchange of Confidential Information. Each Party further acknowledges that this Agreement and any meetings and communications of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute an offer, request, invitation or contract with the other Party to engage in any research, development or other work; (ii) constitute an offer, request, invitation or contract involving a buyer-seller relationship, joint venture, teaming or partnership relationship between the Parties and their affiliates; or (iii) constitute a representation, warranty, assurance, guarantee or inducement with respect to the accuracy or completeness of any Confidential Information or the non-infringement of the rights of third persons.

8. Intellectual Property Rights.

(a) Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Executive in the course of any work performed for the Sollensys Entities (“Company Work Product”). Executive agrees (a) to use Executive’s best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company’s express written consent on a case-by-case basis.

(b) Ownership of Company Work Product. Executive agrees that any and all Company Work Product conceived, written, created or first reduced to practice in the performance of work under this Agreement shall be deemed “work for hire” under applicable law and shall be the sole and exclusive property of Company.

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(c) Assignment of Company Work Product. Executive irrevocably assigns to Company all right, title and interest worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company’s ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Executive owned or controlled Work Product or technology that Executive uses to complete the services and which is necessary for Company to use or exploit the Company Work Product.

(d) Assistance. Executive agrees to cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company’s rights in Company Work Product and to execute, when requested, any other documents deemed necessary by Company to carry out the purpose of this Agreement. Executive will assist Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Work Product in any and all countries. Executive’s obligation to assist Company with respect to Proprietary Rights relating to such Company Work Product in any and all countries shall continue beyond the termination of this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the time actually spent by Executive at Company’s request on such assistance.

(e) Execution of Documents. In the event Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document requested by Company pursuant to this Section 8 within seven (7) days of the Company’s initial request to Executive, Executive hereby irrevocably designates and appoints Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and on its behalf solely to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 8 with the same legal force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company any and all claims, of any nature whatsoever, which Executive now or may hereafter have for infringement of any Proprietary Rights assignable hereunder to Company.

(f) Executive Representations and Warranties. Executive hereby represents and warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any element thereof will infringe the intellectual property rights of any third party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to enter into and perform Executive’s obligations under this Agreement without the consent of any third party; (vi) Executive will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company’s property) during the Term; and (vii) should Company permit Executive to use any of Company’s equipment, tools, or facilities during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including death) or damage to property (including Company’s property) arising out of use of such equipment, tools or facilities.

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9. Non-Solicitation

(a) Business Interests. The Parties acknowledge that the Sollensys Entities are engaged in the various business as disclosed to the Executive (together with such other activities as may be engaged in from time to time, the “Existing Business”). As part of this Existing Business, the Sollensys Entities have developed and continue to develop Confidential Information regarding the operation of such business. In addition, the Sollensys Entities have developed and continue to develop substantial relationships with existing and prospective clients, accounts, suppliers and others, as well as goodwill associated with these relationships and business. These relationships are a substantial business asset owned by, and proprietary to, the Sollensys Entities and are integral to the Sollensys Entities’ Existing Business and continued operation. The Sollensys Entities are also engaged in expanding their respective business by developing new business concepts and services (the “Developing Business”). As part of this Developing Business, the Sollensys Entities have developed and continue to develop Confidential Information related thereto, valuable relationships with prospective and existing clients, accounts, suppliers and others, and continues to create goodwill associated with these relationships and business. The Developing Business is a substantial business asset owned by, and proprietary to, the Sollensys Entities. In addition to the Existing Business and the Developing Business, the Sollensys Entities have other legitimate business interests which are necessary to protect through the provisions of this Section 9, which Executive acknowledges include, but are not limited to the following (collectively the “Other Legitimate Business Interests”):

(i) The Sollensys Entities have expended considerable resources in developing relationships with its suppliers, clients and customers;

(ii) The Sollensys Entities have expended considerable resources to recruit and hire vendors and/or employees who could perform services for Company;

(iii) Executive may, through the contractual relationship set forth herein, develop a substantial relationship with the Sollensys Entities’ existing or potential clients, including but not limited to being the sole or primary contact between the Sollensys Entities and their respective clients and principals; and

(iv) The relationship between the Sollensys Entities and their respective clients and principals will depend on the quality and quantity of the services Executive performs for Subsidiaries.

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(b) Acknowledgement of Company’s Right to Protection of Business Interests. Executive acknowledges and agrees that the Sollensys Entities desire, are entitled to, and deserve, protection of their legitimate business interests associated with the Existing Business, the Developing Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the restrictions set forth in this Section 9 as reasonable under the circumstances.

(c) No-Solicitation. In recognition and consideration of the Sollensys Entities Existing Business, Developing Business and Other Legitimate Business Interests, subject to applicable law, Executive agrees that, for the Term and for a period of three (3) years thereafter, Executive shall not, directly or indirectly solicit or discuss with any employee of the Sollensys Entities the employment of such the Sollensys Entity employee by any other commercial enterprise other than the Sollensys Entities, nor recruit, attempt to recruit, hire or attempt to hire any such Sollensys Entity employee on behalf of any commercial enterprise other than the Sollensys Entities. Nothing in this Section 9(c) shall prohibit Executive from undertaking a general recruitment advertisement provided that the foregoing is not targeted towards any person identified above, or from hiring, employing or engaging any such person who responds to such general recruitment advertisement.

(d) Remedies for Breach of Restrictions.

(i) Executive admits and agrees that Executive’s breach of the provisions of this Section 9 would result in irreparable harm to the Sollensys Entities. Accordingly, in the event of Executive’s breach or threatened breach of such restrictions, Executive agrees that the Sollensys Entities shall be entitled to an injunction restraining such breach or threatened breach without the necessity of posting a bond or other security. Further, in the event of Executive’s breach, the duration of the restrictions contained in this Section 9 shall be extended for the entire time that the breach existed so that the Sollensys Entities are provided with the full time period provided herein.

(ii) In addition to injunctive relief, the Sollensys Entities shall be entitled to any other remedy available in law or equity by reason of Executive’s breach or threatened breach of the restrictions contained in this Section 9.

(iii) If any Sollensys Entity retains an attorney to enforce the provisions of this Section 9, the Company shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from Executive, both prior to filing a lawsuit, during the lawsuit and on appeal.

(e) Blue Pencil. Executive has carefully read and considered the provisions of this Section 9 and, having done so, agrees that the restrictions set forth in such Section 9 are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Sollensys Entities. In the event that a court of competent jurisdiction shall determine that any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is their desire that such court substitute an enforceable restriction in place of any restriction deemed unenforceable, and that the substitute restriction be deemed incorporated herein and enforceable against Executive. It is the intent of the Parties hereto that the court, in so determining any such enforceable substitute restriction, recognize that it is their intent that the foregoing restrictions be imposed and maintained to the greatest extent possible.

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10. Representations and Warranties Relating to Securities. Any shares of Common Stock or other securities of the Company that may be issued or granted to the Executive hereunder or pursuant to any other agreement between the Company and the Executive in connection with the transactions contemplated herein may be referred to as the “Securities”, and Executive represents and warrants to the Company as set forth in this Section 10 with respect to the Securities and Executive’s receipt thereof, as of the Effective Date and as of the date of any issuance or granting of any Securities.

(a) Executive is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act (an “Accredited Investor”).

(b) Executive hereby represent that the Securities awarded pursuant to this Agreement are being acquired for Executive’s own account and not for sale or with a view to distribution thereof. Executive acknowledges and agrees that any sale or distribution of Securities which have vested may be made only pursuant to either (a) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement has become effective and is current with regard to the shares being sold, or (b) a specific exemption from the registration requirements of the Securities Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, prior to any such sale or distribution. Executive hereby consents to such action as the Board or the Company deems necessary or appropriate from time to time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of this Agreement, including but not limited to placing restrictive legends on certificates evidencing shares of Securities (whether or not the Restrictions applicable thereto have lapsed) and delivering stop transfer instructions to the Company’s stock transfer agent.

(c) Executive understands that the Securities are being offered and sold to Executive in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Executive set forth herein in order to determine the availability of such exemptions and the eligibility of the Executive to acquire the Securities.

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(d) Executive has been furnished with all documents and materials relating to the business, finances and operations of the Company and information that Executive requested and deemed material to making an informed investment decision regarding its acquisition of the Securities. Executive has been afforded the opportunity to review such documents and materials and the information contained therein. Executive has been afforded the opportunity to ask questions of the Company and its management. Executive understands that such discussions, as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description and the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, Executive understands and represents that Executive is acquiring the Securities notwithstanding the fact that the Company may disclose in the future certain material information that the Executive has not received. Executive has sought such accounting, legal and tax advice as Executive has considered necessary to make an informed investment decision with respect to Executive’s investment in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive, either personally, or together with Executive’s advisors has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, is able to bear the risks of an investment in the Securities and understands the risks of, and other considerations relating to, a purchase of the Securities. The Executive and Executive’s advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Securities. Executive’s financial condition is such that Executive is able to bear the risk of holding the Securities that Executive may acquire pursuant to this Agreement for an indefinite period of time, and the risk of loss of Executive’s entire investment in the Company. Executive has investigated the acquisition of the Securities to the extent Executive deemed necessary or desirable and the Company has provided Executive with any reasonable assistance Executive has requested in connection therewith. No representations or warranties have been made to Executive by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in this Agreement.

(e) Executive also acknowledges and agrees that an investment in the Securities is highly speculative and involves a high degree of risk of loss of the entire investment in the Company and there is no assurance that a public market for the Securities will ever develop and that, as a result, Executive may not be able to liquidate Executive’s investment in the Securities should a need arise to do so. Executive is not dependent for liquidity on any of the amounts Executive is investing in the Securities. Executive has full power and authority to make the representations referred to herein, to acquire the Securities and to execute and deliver this Agreement. Executive understands that the representations and warranties herein are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the issuance and sale of the Securities under the federal and state securities laws and for other purposes.

(f) Executive understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

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(g) Executive understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

(h) This Agreement has been duly and validly authorized by Executive. This Agreement has been duly executed and delivered on behalf of Executive, and this Agreement constitutes a valid and binding agreement of Executive enforceable in accordance with its terms.

(i) Executive is an individual resident of the state set forth in the notices provision for Executive herein.

11. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect, provided however, that notwithstanding the forgoing the Company may transfer, assign or delegate to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations or duties hereunder. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

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13. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto. The Subsidiaries are intended third party beneficiaries of this Agreement and each Subsidiary may enforce the terms and conditions herein which are reasonably applicable to the benefit of such Subsidiary.

14. Entire Agreement; Effectiveness of Agreement. This Agreement and any other agreement entered into between the Company and Executive with respect to the issuance of any equity securities of the Company or other equity awards relating to the Company set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company.

15. Survival. The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9 and Section 13 through Section 26, inclusive, shall survive any termination or expiration of this Agreement, and provided that any expiration or termination of this Agreement shall not excuse a Party from compliance with, or fulfillment of, any obligations or conditions which arose prior to such expiration or termination.

16. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

17. Governing Law and Waiver of Jury Trial.

(a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined, and this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, and for all purposes shall be construed in accordance with the laws of such state, without giving effect to the choice of law provisions of such state.

(b) Subject to Section 18, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the state and federal courts sitting in BREVARD COUNTY, FLORIDA (the “Selected Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law.

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(c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17(c).

(d) Subject to the provisions of Section 18, if any Party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

18. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment hereunder, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration in Palm Bay, Florida pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Subject to the provisions of Section 18, each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages.

19. General Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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20. Indemnification. During the Term, the Executive shall be entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of the Executive’s position with the Subsidiaries in any capacity, in an amount not less than the highest amount available to any other executive, and such coverage and protections, with respect to the various liabilities as to which the Executive has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the Term. Any indemnification agreement entered into between the Company and the Executive shall continue in full force and effect in accordance with its terms following the termination of this Agreement.

21. Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein.

22. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email.

If to the Company:

Sollensys Corp.

Attn: Donald Beavers

2475 Palm Bay Rd. NE, Suite 120

Palm Bay, FL 32905

Email: don@probabilityandstatistics.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

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If to Executive, to:

Ron Harmon

216 Atkins Rd.

LR, Arkansas 72211

Email: ron.harmon@celerit.com

23. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

24. Counsel. The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted as legal counsel to the Company, and that Counsel has prepared this Agreement at the request of the Company, and that Counsel is not legal counsel to Executive individually. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as legal counsel to the Company and preparing this Agreement, and that Counsel has advised each of the Parties to retain separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in connection herewith, and each Party has either waived such right freely or has otherwise sought such additional counsel as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does not owe any duties to Executive in Executive’s individual capacity in connection with this Agreement and the transactions contemplated herein. Each of the Parties hereby waives any conflict of interest which may apply with respect to Counsel’s actions as set forth herein, and the Parties confirm that the Parties have previously negotiated the material terms of the agreements as set forth herein.

25. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

26. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

[Signatures appear on following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Sollensys Corp.
By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	President
Executive: Ron Harmon
By:	/s/ Ron Harmon
Name:	Ron Harmon

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EX-10.9

Exhibit 10.9

BANKING AND CREDIT UNION SERVICES AGREEMENT

This BANKING AND CREDIT UNION SERVICES AGREEMENT (this “Agreement”), dated April 7, 2022 (the “Effective Date”), is entered into by and between Sollensys Corp., a Nevada corporation (“SOLLENSYS”) and Celerit Corporation, an Arkansas corporation (“CELERIT”).

SOLLENSYS and CELERIT may be referred to herein individually as a “Party” and collectively as the “Parties”, and

WHEREAS, SOLLENSYS is a software developer and implementer of certain technology products, with a primary product that uses blockchain technology to protect and archive data, and a focus on customers in the aerospace and defense industries;

WHEREAS, CELERIT is software hosting, bank technology services and IT professional services business focused on certain financial services vertical markets;

WHEREAS, simultaneously with the execution of this Agreement, the Parties are parties to, and are closing on or about the Effective Date, that certain Amended and Re-stated Merger Agreement by and Among Sollensys Corp., S-Cc Merger Sub, Inc., S-Solutions Merger Sub, Inc., Celerit Corporation, Celerit Solutions Corporation and Terry Rothwell dated April [6], 2022 (which is referenced hereafter as the “Merger Agreement”);

WHEREAS, one of the conditions to closing the Merger Agreement, as set forth at [Section 2.08] therein, is for SOLLENSYS to assign to CELERIT exclusive rights and responsibility for sales, support and service of all SOLLENSYS products and services offered to banks and credit unions and to assign to CELERIT, or initially execute in CELERIT, any agreements related thereto;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Representations about Existing Banking and Credit Unions. SOLLENSYS represents and warrants that as of the Effective Date, SOLLENSYS has no customer services contract signed with any bank or credit union, and has no prospective customer which is a bank or credit union.

Section 2. Celerit Rights and Responsibilities. By June 30, 2022, Sollensys shall transition to Celerit exclusive rights and responsibility for all future sales, support and service of all Sollensys products and services offered to banks and credit unions (collectively, the “Banking Industry”). Any then existing Sollensys contracts, agreements or arrangements of any nature that involve Sollensys sales or services to the Banking Industry shall, no later than June 30, 2022, be assigned to Celerit for administration and performance. The contracts, agreements and arrangements described in the preceding sentence include any and all Sollensys sales agents and account representatives, by whatever title, selling to or servicing the Banking Industry on behalf of Sollensys. For avoidance of doubt, the Banking Industry as defined herein does not include any other financial institutions, including without limitation, pension funds, currency exchanges, and institutions trading in cryptocurrency and NFTs.

Section 3. Covenants.

a. SOLLENSYS covenants and agrees to promptly (within 10 calendar days) refer to CELERIT all banks and credit unions who become, by whatever means or methods, prospective customers of SOLLENSYS after the Effective Date.

b. CELERIT covenants and agrees to promptly follow-up on each SOLLENSYS referral in a reasonable and professional manner.

Section 4. Consideration. The consideration for the performance of the Parties hereunder is the consummation by each of the Parties of the Merger Agreement and its related transactions, which each of CELERIT and SOLLENSYS acknowledge and agree is valid and adequate consideration hereunder.

Section 5. Periodic Review. The parties shall periodically meet, no less than quarterly, to confer, review and coordinate over the state and progress of business development in the Banking Industry.

Section 6. Termination. This Agreements shall have an initial term of two (2) years from the Effective Date. Thereafter, this Agreement shall terminate forty-five (45) days after notice by either party to the other which reasonably documents a breach of the terms herein, and the breach remains uncured after thirty (30) days of receipt of the notice. In addition, this Agreement may be terminated for convenience upon adoption of a resolution by the board of directors of either party demanding termination, and such termination shall become effective ten (10) days after notice of the board resolution is tendered to the other party.

Section 7. Governing Law and Jurisdiction. The interpretation and construction of this Agreement, and all matters relating hereto, shall be solely governed by the laws of the State of Nevada, as applied to agreements performed wholly within the State of Nevada.

Section 8. Severability. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the Parties with the same effect as though the void or unenforceable part had been severed and deleted.

Section 9. Counterparts. This Agreement may be executed in two counterparts each of which shall be deemed to be an original delivered to any of the Parties and all of which shall constitute one and the same instrument.

Section 10. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 11. Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by all of the Parties.

[Signature page follows.]

Page 2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the Effective Date.

For Sollensys Corp.:
By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	Chief Executive Officer
For Celerit Corporation:
By:	/s/ Terry Rothwell
Name:	Terry Rothwell
Title:	Chief Executive Officer
For Celerit Solutions Corporation:
By:	/s/ Terry Rothwell
Name:	Terry Rothwell
Title:	Chief Executive Officer

Page 3

EX-10.10

Exhibit 10.10

ROTHWELL SOLLENSYS BLOCKCHAIN

ARCHIVE SERVER DISTRIBUTIVE DATA CENTER

AGREEMENT (2 UNITS)

This Agreement is entered into as of April 7, 2022, by and among Terry Rothwell and George Benjamin Rothwell, both individual residents of the State of Arkansas (collectively referred to herein as “Rothwell”) and Sollensys Corp, a Nevada Corporation (“Sollensys”).

Whereas,

A. Rothwell owns two (2) Units of Sollensys Blockchain Archive Server Distributive Data Center, each loaded with Sollensys Application Software (R4 Enterprise), the serial numbers or similar identification information for which shall be confirmed no later than the date of the first payment by Sollensys under this Agreement (“Blockchain Server Center” and also referred to herein as “Equipment”).

B. Rothwell and Sollensys desire to enter an agreement whereby Sollensys may use the Block Server Center to deliver services to Sollensys customers.

NOW, THEREFORE, in consideration of the premises herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged the parties agree as follows:

1. Payment Amounts. Sollensys shall pay Rothwell a minimum payment of $50,000 per month as rent for each unit ($100,000 monthly minimum) while either Terry Rothwell and George Benjamin Rothwell is alive and this Agreement is in effect. To the fullest extent permitted by law and notwithstanding anything in this Agreement to the contrary, the monthly obligation by Sollensys to pay Rothwell rent terminates upon the date of the death of the last to die of Terry Rothwell and George Benjamin Rothwell.

2. Time and Method of Payments. Monthly payments to Rothwell shall begin July 1, 2022, with each monthly payment due on the 1st day of every month thereafter, payable no later than the 15^th of every month, while this Agreement is in effect. Sollensys shall make payments by wire transfer of funds to Rothwell accounts as Rothwell may direct from time to time in writing.

3. Term. This Agreement shall be in effect from the date hereof and shall remain in effect until the last to die of Terry Rothwell and George Benjamin Rothwell.

4. Location and Upkeep. The Blockchain Server Center (the Equipment) will be located at a Sollensys facility with other Blockchain Server Center units used to provide applicable services to Sollensys customers. Sollensys is responsible for, at no cost to Rothwell, all service and maintenance on or for the Equipment throughout the term of this Agreement as is necessary for the Equipment to maintain capacity no less than the capacity of the Blockchain Server Center at execution of this Agreement, including, as necessary, the replacement of any hardware or software, at no cost to Rothwell.

5. No Rothwell Obligations. Rothwell has no obligations whatsoever regarding the service or sales necessary for Sollensys to meet its obligations under this Agreement.

6. Sollensys Indemnity. Sollensys shall indemnify and hold harmless Rothwell for any claims, actions, damages or liabilities, including attorneys fees, arising from or connected with Sollensys’s use of the Blockchain Server Center.

7. Ownership of Hardware. Hardware provided under this Agreement is the property of Rothwell.

8. No Partnership. This agreement is a usage agreement for a certain intellectual technology property owned by Rothwell and is not a partnership or joint venture of the parties and neither party may bind or obligate the other.

9. Use. Sollensys shall use the Blockchain Server Center in the conduct of its business and shall comply with all national, state, municipal, police and other laws, ordinances and regulations in anywise relating to the possession, use, or maintenance of the Equipment.

10. Installation and Service. Rothwell shall extend to Sollensys all the warranties and guarantees, if any, but makes no representation or warranty with respect to the Blockchain Server Center and assumes no obligation with respect to its operation or maintenance. Sollensys, at its sole expense, will throughout the term of the agreement maintain the Blockchain Server Center in good and efficient running order and will make all payments hereunder when due notwithstanding the condition of such Equipment or any part thereof.

11. Alterations. Sollensys may make any alterations, changes, additions or improvements to the Equipment. All additions and improvements of any kind or nature made to the equipment shall belong to and become the Rothwell’s property upon the expiration or earlier termination of this Agreement.

12. Repairs. Sollensys, at its own cost and expense, shall keep the Equipment in good repair, condition, and working order and shall furnish any and all parts, mechanisms, and devices required to keep the Equipment properly maintained and in good mechanical and working order.

13. Risk of Loss. Sollensys hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause. No loss or damage to the Equipment or any part thereof shall impair any obligation of the Sollensys under this Agreement which shall continue in full force and effect, including but not limited to the obligation of the Sollensys to make payments.

14. Surrender. Upon the expiration or earlier termination of this Agreement, with respect to any item of Equipment, Sollensys shall return the same to the Estate of the surviving Rothwell or its assigns. Upon return, the Equipment shall be in good repair, condition, and working order, ordinary wear and tear resulting from proper use excepted. The Equipment shall be returned in the following manner as maybe specified by the applicable Rothwell representative:

By delivering the item of Equipment at Sollensys’ cost and expense to such place as Rothwell or the authorized Rothwell representative shall specify within Florida.

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15. Insurance. Sollensys shall keep the Equipment insured against all risks or loss or damage from every cause for not less than the full replacement value as mutually determined by the parties; and shall carry public liability, contractual liability, and property damage insurance covering the Equipment, its operation and use. All said insurance shall be in form and amount and with companies approved by the Rothwell, and shall name Rothwell as an additional insured. Sollensys shall pay the insurance premium and deliver the policies or duplicates thereof to Rothwell. Each insurer shall agree, by endorsement upon the policy or policies issued by it or by independent instrument furnished to Rothwell, that it will give Rothwell 30 days written notice before the policy in question shall be altered or cancelled. The proceeds of insurance, at the option of the Rothwell, shall be applied:

(a) toward the replacement, restoration, or repair of the Equipment, or

(b) toward payment of the obligations of Sollensys.

If, within ten days following notice by Rothwell to Sollensys, Rothwell has failed to receive policies or certificates of insurance in accordance with this paragraph, Rothwell shall, at the Rothwell’s option, have the right to procure the insurance and any sums so expended by Rothwell shall thereafter be reimbursed by Sollensys to Rothwell and shall become additional payment under this Agreement and shall be payable in its entirety on the next payment date or within 30 days, whichever event is sooner.

17. Liens, Taxes, Assessments and Licenses. Sollensys shall keep the Equipment free and clear of all levies, liens, and encumbrances and shall pay all license fees, registration fees, assessments, charges, and taxes (municipal, state, and federal) which may now or hereafter be imposed upon the ownership, leasing, renting, sale, possession, or use of the Equipment, excluding however, all taxes on or measured by the Rothwell’s income. Sollensys shall also provide all permits and licenses, if any, necessary for the installation and operation of the Equipment or any parts thereof. Sollensys shall pay, or reimburse to the Rothwell, forthwith as additional obligations of Sollensys hereunder if Rothwell is charged for the same, all freight, packing, and handling charges (including related insurance charges) as billed by manufacturer, vendor, or carrier.

18. Rothwell’s Payment. If Sollensys shall fail to pay the required fees, assessments, charges, and taxes, Rothwell may pay the same. In that event, the cost thereof shall become additional obligation of Sollensys hereunder and shall be due and payable to Rothwell on the next monthly payment date.

19. Encumbrances and Breakages. Sollensys shall not lease, sublease, mortgage, or otherwise encumber, remove, or suffer to be removed from the stipulated premises or part with possession of the Equipment or any part thereof, and shall pay to Rothwell as additional obligations any charges that may be due to cover replacement, broken, or missing parts or service at the applicable vendor’s regular established price or Rothwell shall, at their sole option, elect to make repairs or replacement.

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20. Warranties. Rothwell shall request the supplier to authorize Sollensys to enforce in its own name all warranties, agreements, or representations, if any, which may be made by the supplier to Sollensys or Rothwell, BUT ROTHWELL MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. NO DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT SHALL RELIEVE SOLLENSYS OF THE OBLIGATION TO PAY RENT OR ANY OTHER OBLIGATION UNDER THIS AGREEMENT.

21. Default. If Sollensys fails to pay any payment or other amount herein provided when the same shall become due and payable, or if Sollensys fails to observe, keep or perform any other provisions of this Agreement required by it to be observed, kept, or performed, or if any execution or other writ or process shall be issued in any action or proceeding against the Sollensys, whereby the Equipment may be taken or distrained, Rothwell may exercise any one or more of the following remedies:

(a) To declare the entire amount of rent immediately due and payable as to any or all items of Equipment, without notice or demand to Sollensys.

(b) To sue for and recover all payments, then accrued or thereafter accruing, with respect to any or all items of Equipment.

(c) To take possession of any or all items of Equipment, without demand or notice, wherever the same shall be located, without any court order or other process of law. Sollensys hereby waives any and all damage occasioned by such taking of possession. Any said taking of possession shall not constitute a termination of this Agreement as to any or all items of Equipment unless Rothwell expressly so notifies Sollensys in writing.

(d) To terminate this Agreement as to any or all items of Equipment.

(e) To pursue any other remedy at law or in equity.

Notwithstanding any such repossession or any other action, which Rothwell may take, Sollensys shall remain liable for the full performance of all obligations on its part to be performed under this Agreement; provided however, that if Rothwell obtains any moneys for the Equipment from rental or sale thereof, said moneys, less expenses, shall be credited to the last payments of Sollensys’ obligation.

22. Bankruptcy. Neither this Agreement nor any interest therein is assignable or transferable by operation of law. If any proceeding under any bankruptcy law is commenced by or against Sollensys, or if Sollensys is adjudged insolvent, or if Sollensys makes any assignment by the benefit of his creditors, or if a writ of attachment or execution is levied on any item or items of Equipment and is not released or satisfied within ten days thereafter, or if a receiver is appointed in any proceeding or action, to which Sollensys is a party, with authority to take possession or control of any item or items of the Equipment, Sollensys shall have and may exercise any one or more of the remedies set forth in paragraph 21; and this Agreement shall, at the option of Rothwell, and without further notice immediately terminate and shall not be treated as an asset of Sollensys after the exercise of said option.

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23. Concurrent Remedies. No right or remedy conferred upon or reserved to Rothwell is exclusive of any other right or remedy in this Agreement or by law or in equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by status or otherwise, and may be enforced concurrently therewith or from time to time.

24. Rothwell’s Expenses. Sollensys shall pay Rothwell all costs and expenses, including attorneys’ fees, incurred by Rothwell in exercising any of its rights or remedies under this Agreement or enforcing any of the terms, conditions, or provisions hereof.

25. Assignment; Binding Effect. Without the prior written consent of Rothwell, Sollensys shall not (a) assign, transfer, pledge, or hypothecate this Agreement, the Equipment or any part thereof, or any interest therein or (b) sublet or lend the Equipment or any part thereof, or permit the Equipment or any part thereof to be used by anyone other than Sollensys or Sollensys employees. Consent to any of the foregoing prohibited acts shall apply only in the given instance, and shall not be a consent to any subsequent like act by Sollensys or any other person. Subject always to the foregoing, this Agreement inures to the benefit of, and is binding upon, the heirs, legatees, personal representatives, successors, and assigns of the parties hereto.

26. Rothwell’s Assignment. All rights of Rothwell hereunder may be assigned, pledged, mortgaged, transferred, or otherwise disposed of; either in whole or in part, without notice to Sollensys. If Rothwell assigns this Agreement or the payments due or to become due hereunder or any other interest herein, whether as security for any of their indebtedness or otherwise, no breach or default by Rothwell under this Agreement or pursuant to any other agreement between Rothwell or Sollensys, if any, shall excuse performance by Sollensys of any provision hereof. No assignee of Rothwell shall be obligated to perform any duty, covenant or condition required to be performed hereunder by Sollensys. Notwithstanding anything to the contrary in this Agreement, if access to and/or use of the Equipment by Sollensys is impaired as result of Rothwell’s exercise of Rothwell’s rights hereunder, this Agreement shall automatically terminate fifteen (15) days after notice is tendered by Sollensys to Rothwell reasonably detailing the impairment, unless Rothwell cures the impairment to the satisfaction of Sollensys within 15 days of receipt of the impairment notice, as determined in the sole reasonable discretion of Sollensys.

27. Ownership. The Equipment hardware is, and shall at all times be and remain, the sole and exclusive property of Rothwell and Sollensys shall have no right, title or interest in or to the equipment except as expressly set forth in this Agreement.

28. Personal Property. The Equipment is, and shall at all times be and remain, personal property, notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner, affixed or attached to or imbedded in or permanently resting upon real property or any building thereon, or attached in any manner to what is permanent, as by means of cement, plaster, nails, bolts, screws, or otherwise.

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29. Nonwaiver. No covenant or condition of this Agreement may be waived except by the written consent of the Rothwell. Forbearance or indulgence by Rothwell in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Sollensys to which the same may apply. Until complete performance by Sollensys of covenant or condition, Rothwell shall be entitled to invoke any remedy available to Rothwell under this Agreement or by law or in equity despite said forbearance or indulgence.

30 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto regarding the Equipment. This Lease shall not be modified, amended, altered or changed except by a written agreement signed by the party sought to be charged.

31. Notices. All notices to be given under this Agreement shall be made in writing and tendered via: (1) reputable expedited courier; (2) via facsimile; or (3) via email, to the other party at its address set forth herein, or at such address as such party may provide in writing from time to time. Any notice sent to such address shall be effective, in each case, so long as the sender retains a reasonable record of the date of deposit or transmission and the successful date of delivery of the notice, along with the delivery address, and the sender is able to produce the same upon request by the recipient of the notice.

32. Time of Essence. Time is of the essence in this Agreement and of each and all of its provisions.

33. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

34. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Arkansas as applied to agreements performed wholly within the State of Arkansas.

35. Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed on original but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.

/s/ Terry Rothwell

Terry Rothwell, Individually

/s/ George Benjamin Rothwell

George Benjamin Rothwell, Individually

For Sollensys Corp.:

By:	/s/ Donald Beavers
Name:	Donald Beavers
Title:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Sollensys Corp Acquires Additional Data Center Location

New Facility Expands Sollensys Capacity and Redundancy

(PALM BAY, FL / April 13, 2022) Sollensys Corp (OTCQB: SOLS), one of the top cyber security companies specializing in ransomware recovery built on blockchain technology, today announced the acquisition of its new data center facility in Little Rock, Arkansas.

Sollensys purchased its primary facility last year in Palm Bay, Florida. The Palm Bay facility includes a 35,000 sq/ft facility on a 4-acre campus.

The new additional facility is a 5,044 sq/ft designed and used as a data center on approximately one acre of land.

The facility includes a Kohler back-up generator, raised flooring for the cooling of computer and electronic equipment, a high-speed fiber optic loop, a concrete vault, restricted access, and perimeter security monitoring.

The data center is part of an acquisition of multiple real estate holdings totaling approximately 3.3 million dollars.

“We are pleased to add this purpose-built data center as a new part of our growing network” said Don Beavers, CEO of Sollensys Corp “the ready to us additional capacity will provide an opportunity to expand our capabilities and provide better value to our clients.”

About Sollensys

Sollensys Corp is a math, science, technology, and engineering solutions company offering products that ensure its clients’ data integrity through collection, storage, and transmission. Our innovative flagship product is the Blockchain Archive Server, a turnkey, off-the-shelf, blockchain solution that works with virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the client’s data security that is being utilized. The Company recently introduced its second product offering-the Regional Service Center which offers small businesses the same state of the art technology previously available only to large or very well-funded companies.

For more information please visit: https://www.sollensys.com.

Cautionary Statement Regarding Forward-Looking Information

Certain information in this press release contains forward-looking statements. All statements other than statements of historical facts included herein are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). You should carefully consider these factors, risks and uncertainties described in, and other information contained in, the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. Readers should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The Company is under no obligation (and expressly disclaim any such obligation) to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Relations:

Sollensys Corp 866.438.7657
www.sollensys.com
info@sollensys.com
https://www.linkedin.com/company/sollensys-corp/

XML

Cover	Apr. 07, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 07, 2022
Entity File Number	333-174581
Entity Registrant Name	SOLLENSYS CORP
Entity Central Index Key	0001519177
Entity Tax Identification Number	80-0651816
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2475 Palm Bay Rd. NE
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Palm Bay
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32905
City Area Code	(866)
Local Phone Number	438-7657
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false