Solaris Power Cells Inc (fka SPCL)

[DCorleone]

Reading the Minutia. Different story why Vert is Involved... Puzzling?

"READ: Get the Big Picture Folks.

Think PixelMags is like one of the high-growth, high-value StartUps like Facebook, WhatsApp. etc. Yeah, I know it is not that big. But the company's product, the way it's structured, the original founders and the current players involved, all were trying and are trying to create a company with huge growth and huge market potential.

That's why Vert is involved."


.3 Post-Closing SEC Filings. Not later than four (4) Business Days following the Closing Date, Solaris shall file with the SEC (a) a Form 8-K Interim Report disclosing this Agreement and the transactions contemplated hereby, and include therein, audited financial statements for Pixel for the two fiscal years ended December 31, 2015 and quarterly financial statements for the two fiscal quarters ending March 31, 2016 and March 31, 2015.

For value received, Solaris Power Cells, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of Pixel Holdings, Inc., a Delaware corporation (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, up to an aggregate of $6,000,000 (the “Principal Amount”). The Principal Amount outstanding, together with all accrued interest thereon and any other amounts due pursuant to the terms of this Note, shall be due and payable on March 31, 2019 (the “Maturity Date”).

Section 1.1 Purchase Agreement. This Note has been executed and delivered pursuant to that certain Securities Purchase Agreement dated as of April 30, 2016 (the “Purchase Agreement”) by and among the Company, the Holder, Pixel Mags, Inc. and the Company Majority Voting Stockholder (as defined in the Purchase Agreement). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

d) Holdings Capitalization. As at the date of this Agreement, (a) VC2 (as assignee of Vert Capital Corp.) is the record and beneficial owner of 25,950,000 outstanding shares of the common stock, par value $0.0001 per share, of Holdings (“Holdings Common Stock”) representing eighty-six and one-half (86.5%) percent of the outstanding shares of the fully diluted Holdings Common Stock1,

(ii) if to Selling Parties, to:
Pixel Holdings, Inc.
c/o VC2 Capital Corp.
10951 W. Pico Blvd. Suite 204
Los Angeles, CA 90064
Telephone: [phone]
Facsimile No.: [phone]
Attn: Adam Levin, Manager
Email: [e-mail]