SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 13, 2022, by and between SOLLENSYS CORP, a Nevada corporation, with headquarters located at 1470 Treeland Blvd. SE, Palm Bay, Florida 32909 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT SOLLENSYS CORPCommon Stock Purchase Warrant • October 19th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $600,000.00 10% promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments, LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Sollensys Corp, a Nevada corporation (the “Company”), up to 1,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 13, 2022, by and among the Company and
SECURITY AGREEMENTSecurity Agreement • October 19th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This SECURITY AGREEMENT (this “Agreement”) made and effective as of October 13, 2022, is executed by and between SOLLENSYS CORP, a Nevada corporation (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company (the “Secured Party”).
Executive Employment Agreement Dated as of April 7, 2022Executive Employment Agreement • April 13th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
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”.
HEALTH DIRECTORY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2011 • Health Directory Inc. • Florida
EMPLOYMENT AGREEMENT made as of this 1st day of May 2011 by and between Health Directory, Inc.. a Nevada corporation, having an office at 6312 Seven Corners Center #303, Falls Church, VA 22044 (hereinafter referred to as "Employer") and Humaira Haider, an individual residing at 6312 Seven Corners Center #303, Falls Church, VA 22044
REAL ESTATE PURCHASE AGREEMENTReal Estate Purchase Agreement • April 13th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Arkansas
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”),
Rescission, Termination and Release Agreement by and among Sollensys Corp., SCARE Holdings, LLC, Celerit Corporation, Celerit Solutions Corporation, CRE Holdings, LLC, Terry Rothwell and Ron HarmonRescission • August 26th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Rescission, Termination and Release Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) Sollensys Corp., a Nevada corporation (“Sollensys”); (ii) SCARE Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Sollensys (“SCARE”); (iii) Celerit Corporation, an Arkansas corporation and a wholly owned subsidiary of Sollensys (“Celerit”); (iv) Celerit Solutions Corporation, an Arkansas corporation and a wholly owned subsidiary of Sollensys (“Celerit Solutions”); (v) Terry Rothwell (“Shareholder”); (vi) Ron Harmon (“Mr. Harmon”); and (vii) CRE Holdings, LLC, an Arkansas limited liability company (“CRE”). Each of Sollensys, SCARE, Celerit, Celerit Solutions, Shareholder, Mr. Harmon and CRE may be referred to herein collectively as the “Parties” and separately as a “Party”.
Second Amendment to Merger AgreementSecond Amendment to Merger Agreement • April 5th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Second Amendment to Merger Agreement, (the “Amendment”) is entered into as of the 31st day of March 2022, 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 collective
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 24th, 2012 • Health Directory Inc. • Services-computer processing & data preparation • Nevada
This stock purchase agreement (“Agreement”), dated as of July 18, 2012, is entered into by and among HEALTH DIRECTORY, INC. (“Health Directory” or the “Company”), HUMAIRA HAIDER, (the “Seller”), and MIDDLE EAST VENTURES FZE (the “Purchaser” and together with the Company and the Seller, the “Parties”).
Membership Interest Exchange Agreement by and among Sollensys Corp.; Abstract Media, LLC; The Members of Abstract Media, LLC; And Andrew Baker as the Members’ Representative.Membership Interest Exchange Agreement • October 19th, 2021 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Membership Interest Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Sollensys Corp., a Nevada corporation (the “Company”); (ii) Abstract Media, LLC, a Texas limited liability company (“Abstract Media”), (iii) each of the members of Abstract Media as set forth on the signature pages hereto (the “Abstract Media Members”) and (iv) Andrew Baker as the representative of the Abstract Media Members (the “Members’ Representative”). Each of Abstract Media and the Abstract Media Members may be referred to collectively herein as the “Abstract Media Parties” and separately as an “Abstract Media Party.” Each of the Company, each Abstract Media Party and the Members’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENTThe Subscription Agreement • May 27th, 2011 • Health Directory Inc.
By executing this Signature Page, the undersigned hereby executes, adopts and agrees to all terms, conditions and representations of this Subscription Agreement and acknowledges all requirements are met by the purchaser to purchase shares in the Company.
MERGER AGREEMENT BY AND AMONG SOLLENSYS CORP., S-CC MERGER SUB, INC., S-SOLUTIONS MERGER SUB, INC., CELERIT CORPORATION, CELERIT SOLUTIONS CORPORATION AND TERRY ROTHWELLMerger Agreement • October 29th, 2021 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Merger Agreement, (the “Agreement”) is entered into as of the date first set forth above (the “Effective 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 col
OFFICE LEASEOffice Lease • January 9th, 2023 • Sollensys Corp. • Services-computer processing & data preparation
Amendment to Merger AgreementAmendment to Merger Agreement • February 3rd, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Amendment to Merger Agreement, (the “Amendment”) is entered into as of the 28th day of January 2022, 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
BANKING AND CREDIT UNION SERVICES AGREEMENTBanking and Credit Union Services Agreement • April 13th, 2022 • Sollensys Corp. • Services-computer processing & data preparation
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”).
MUTUAL RESCISSION AGREEMENT AND GENERAL RELEASEMutual Rescission Agreement and General Release • April 3rd, 2014 • Sollensys Corp. • Services-computer processing & data preparation
This Mutual Rescission Agreement and General Release (“Rescission Agreement”) is entered into as of March 19, 2014 (“Effective Date”) by and between Sollensys, Inc., a Nevada corporation (“Sollensys NV”), Sollensys Corporation, a South Korea corporation (“Sollensys KR”) and the Shareholders of Sollensys KR (“Shareholders”). The parties to this Rescission Agreement are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”
ROTHWELL SOLLENSYS BLOCKCHAIN ARCHIVE SERVER DISTRIBUTIVE DATA CENTER AGREEMENT (2 UNITS)Sollensys Corp. • April 13th, 2022 • Services-computer processing & data preparation • Arkansas
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”).
SHARE ACQUISITION AGREEMENTShare Acquisition Agreement • October 2nd, 2012 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
THIS SHARE ACQUISITION AGREEMENT (this "Agreement"), is made and entered into as of September 30, 2012, by and among Sollensys Corp., a Nevada corporation ("SOLS"), Sollensys Corporation, a South Korean corporation (the “Company”), and the shareholders of the Company set forth on the signature pages of this Agreement (the "Shareholders"; and collectively with the Company and SOLS, the "Parties"), with reference to the following facts:
SHARE EXCHANGE AGREEMENT by and among Sollensys Corp.; Eagle Lake Laboratories, Inc.; The Shareholders of Eagle Lake Laboratories, Inc.; And Donald Beavers as the Shareholders’ Representative.Share Exchange Agreement • November 30th, 2020 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Sollensys Corp. a Nevada corporation (the “Company”); (ii) Eagle Lake Laboratories, Inc., a Florida corporation (“Eagle Lake”), (iii) each of the shareholders of Eagle Lake as set forth on the signature pages hereto (the “Eagle Lake Shareholders”) and (iv) Donald Beavers as the representative of the Eagle Lake Shareholders (the “Shareholders’ Representative”). Each of Eagle Lake and the Eagle Lake Shareholders may be referred to collectively herein as the “Eagle Lake Parties” and separately as an “Eagle Lake Party.” Each of the Company, each Eagle Lake Party and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
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 RothwellMerger Agreement • April 13th, 2022 • Sollensys Corp. • Services-computer processing & data preparation • Nevada
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 r
