Solaris Power Cells Inc (fka SPCL)

[LJ Silver]

Well it's more for somebody new to the stock or the board. Just in case they read something from the naysayers...
LJ

Share Exchange Agreement (2016-05-23)contract
THIS EXCHANGE AGREEMENT (this "Agreement"), is made and entered into by the Parties as of the April 30, 2016 (the "Effective Date"), by and among: (A) Pixel Mags, Inc., a corporation organized under the laws of Delaware ("Pixel" or the "Company"); (B) Solaris Power Cells, Inc.., a corporation organized under the laws of the State of Nevada ("Solaris" or the "Purchaser"); (C) Leonard Caprino (the "Solaris Majority Voting Stockholder"); and (D) Pixel Holdings, Inc., a corporation organized under the laws of the State of Delaware (the "Holdings").
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 (“”) representing eighty-six and one-half (86.5%) percent of the outstanding shares of the fully diluted Holdings Common StockHoldings Common Stock1, and (ii) the former owners of all of the common stock of Pixel prior to February 12, 2015 collectively own an aggregate of 3,000,000 shares of Holdings Series A non-redeemable convertible voting preferred stock, par value $0.0001 per share (the “”) that, upon conversion shall represent ten (10%) percentHoldings Preferred Stock of the shares of the fully diluted Holdings Common Stock, before giving effect to any Holdings Common Stock issuable upon exercise of the Holdings Warrants referred to in Footnote 1 below.,ARTICLE III REPRESENTATIONS AND WARRANTIES OF PIXEL Pixel hereby represents and warrants to Parent and Vert, as of the date hereof (except as to any representation or warranty which specifically relates to another date), as follows, provided, however, that: (A) each of the following representations and warranties is qualified by the disclosure schedules of Pixel (the ), which set forth certain disclosures concerning the representations and warranties; and (B) any fact or item disclosed with respect to one representation or warranty shall be deemed to be disclosed with respect to each other representations or warranty, but only to the extent that the applicability of such fact or item with respect to such other representation or warranty can reasonably be inferred from the disclosure with respect to such fact or item contained in Pixel Disclosure Schedules.