Solei Systems Inc. (fka SOLI)

[Talc Moan]

Refresher for new shareholders and Longs read below!

This ASSET ACQUISITION AGREEMENT is entered into and made effective as of the 20th day of February, 2019 by and between Solei Systems, Inc., a Florida corporation and its wholly-owned acquisition subsidiary to be formed for purposes of closing the transaction contemplated by this Agreement, ("SOLI" or “Buyer”) and KB Medical Systems, LLC (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” or together as the “Parties”.

Approved and agreed to by the members of KB Medical Systems, LLC


___________________________ ________________________
Signature Signature
Name: __ Shahin Korangy_____ Name: ___ Sunil Budhrani___
Member interest: __44.498__ % Member interest: _44.498__ %


___________________________ ________________________
Signature Signature
Name: __Stephen W. Davis____ Name: ___Simon Kim______
Member interest: _4.8425_____ % Member Interest: __1.00 %__



___________________________ ________________________
Signature Signature
Name: __Gautam Sain________ Name: _Erik Kloster_______
Member interest: _0.9625_ % Member interest: _3.00___ %

The ASSETS to be conveyed by Seller to Buyer at Closing shall be and include all of the assets of every kind and nature of or belonging to Seller at Closing, including but not limited to, all assets used in or relating to the CareClix business operated by Seller, all tradenames, trademarks, processes, software, source codes, and any and all other intellectual property of or used by Seller and all inventory.

CAPITALIZATION. Immediately prior to Closing, the authorized capital common stock of Buyer will consist of 300,000,000 shares of common stock, of which 116,082,890 are issued and outstanding. The outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable. The issued and outstanding shares of Buyer common stock are owned by approximately 500 public shareholders with majority control held by Charles Scott.

Seller shall have obtained the $1,000,000 cash consideration portion of the Consideration as provided herein and the common shares of SOLI shall be admitted for trading on the OTC Markets Pink Sheets or such other equivalent trading market as Buyer and Seller shall mutually agree at or prior to Closing.

NO RS’S AND NO Change in SS

Once in a decade type find we have here!

https://www.sec.gov/Archives/edgar/data/1750384/000106594919000031/ex10_1.htm

SOLI