Note holders are now at the mercy of……….
traders, though the interest in buying disappeared on Friday. The bids got lower and lower. We’ll see if interests picks up.
Note holders hope is the pending audit of Celerit and their performance moving forward.
(a) The Merger Consideration shall be (i) 4,000,000 shares of Sollensys Common Stock issued in the name of and delivered to Terry Rothwell April 7, 2022 (ii) $2,705,000 in cash, of which $10,000 shall be paid on the execution of the definitive amendment of the Merger Agreement reflecting the terms herein, and (iii) one (1) Sollensys Blockchain Server Distributive Data Center loaded with Sollensys Application Software (R4 Enterprise) (currently 32 Dell units) or equivalent (the “Sollensys Server Center”).
(b) The remaining $2,695,000 of the cash Merger Consideration will be paid via a promissory note (the “Note”) between Sollensys 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) The closing of the CRE Transactions and the repayment of the note will occur when Sollensys has obtained the $6,000,000 in financing from one or more of its sources, and the CRE Transactions will be subject to a separate agreement (“CRE Agreement”) to be entered into by the applicable parties. The purchase price for the real estate in the CRE Transactions will be $3,295,000.
(d) In the event that the CRE Transactions do not close on or before June 30, 2022,, rent on the facilities to be acquired in the CRE Transactions will increase by $50,000 per month and continue as provided in the CRE Agreement.
(e) At the Closing, Sollensys will enter into an agreement with Terry Rothwell and George Benjamin Rothwell for the use of two (2) Sollensys Server Centers owned by the Rothwells for total payments of $100,000.00 per month until the second to die of Terry Rothwell and George Benjamin Rothwell, with no costs or obligations for either Terry Rothwell or George Benjamin Rothwell.
(f) Immediately upon Closing, Sollensys shall assign to Celerit exclusive rights and responsibility for sales, support and service of all Sollensys products and services offered to banks and financial institutions (collectively, the “Banking Industry”). Any Sollensys contracts, agreements or arrangements of any nature that involve Sollensys sales or services to the Banking Industry shall, immediately upon Closing, be assigned to Celerit for administration and performance.
(g) At the Closing, Terry Rothwell will join the Sollensys Board and Anthony Nolte and Donald Beavers will join the Celerit Board and the Celerit Solutions Board. 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.
(h) Once the amendment to the Merger Agreement to reflecting the above terms has been executed, the Parties will commence completion of the audit of Celerit and Celerit Solutions for 2021, and Sollensys will pay for the costs of such audit.
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