Sollensys Corp. (OTCPK:SOLS) entered into a merger agreement to acquire Celerit Corporation from Terry Rothwell for $16.6 million on October 26, 2021. As part of consideration Sollensys will pay $4.4 million in cash and 3 million shares of Sollensys common stock. On March 31, 2022, the parties to the merger agreement agreed that the following changes: (a) The merger consideration shall be (i) 4 million shares of company common stock issued to Terry Rothwell on April 7, 2022, (ii) $2.705 million in cash, of which $0.01 million shall be paid on the execution of the definitive amendment of the merger agreement reflecting the terms herein, and (iii) 1 Sollensys Blockchain Server Distributive Data Center loaded with Sollensys Application Software (R4 Enterprise) (currently 32 Dell units) or equivalent. (b) The remaining $2.695 million of the cash merger consideration will be paid via a promissory note between the company and Terry Rothwell, which 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) At the closing, Terry Rothwell will join the company's Board of Directors and Anthony Nolte and Donald Beavers will join the Celerit Board of Directors and the Celerit Solutions Board of Directors. All current Celerit and Celerit Solutions officers will remain in place unless otherwise agreement, and all Celerit and Celerit Solutions employees shall initially remain employed. If the agreement is validly terminated by Terry Rothwell or due to the failure of Sollensys to approve this agreement and the transactions, Sollensys shall pay an amount in cash equal to the shareholder's and the companies subject to a maximum payment due hereunder of $0.04 million. If the agreement is validly terminated by Sollensys or due to the failure of Sollensys to approve this agreement and the transactions, Terry Rothwell shall pay an amount in cash equal to the shareholder's and the companies subject to a maximum payment due hereunder of $0.04 million. Following the closing, Celerit is expected to operate as a wholly owned subsidiary of Sollensys. As of February 3, 2022, the merger agreement provides that the parties may terminate the merger agreement if it is not closed by January 31, 2022. The merger agreement is hereby amended to replace the date of January 31, 2022, with March 31, 2022. The expected closing date of the transaction is March 31, 2022. The merger is expected to close within the next 60 days. On March 31, 2022, the parties to the merger agreement, as amended, entered into the second amendment to merger agreement, dated as of March 31, 2022, pursuant to which the parties agreed to extend the closing deadline to April 7, 2022. On April 7, 2022, the merger parties executed an amended and restated 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. John Cacomanolis of Anthony L.G., PLLC acted as legal advisor to Sollensys Corp. Cal McCastlain of Dover Dixon Horne PLLC acted as legal advisor to Celerit Corporation.

Sollensys Corp. (OTCPK:SOLS) completed the acquisition of Celerit Corporation from Terry Rothwell on April 7, 2022.