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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously reported
in the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2019, on February 20, 2019, we entered
into an Acquisition Agreement with KB Medical Systems, LLC (“KB”) which set forth the preliminary terms and conditions
of the proposed acquisition of the assets of KB by Solei Systems, Inc. (“SOLI” or the “Company”) , free
and clear of all debts, liabilities and claims of any creditor of or claimant against KB Medical Systems, LLC, except as expressly
listed on Schedule “1” or as otherwise agreed by the parties at Closing.
On April 10,
in anticipation of the Closing, SOLI formed a wholly-owned subsidiary named CareClix, Inc., a Virginia Corporation. On April 14,
2019, SOLI and its wholly-owned subsidiary, CareClix, Inc.,(collectively “SOLI”), and KB commenced the closing on the
Acquisition Agreement and entered into a Bill of Sale, Transfer, Assignment and Hold Harmless Agreement (the “Agreement”)
whereby KB transferred, conveyed and assigned to CareClix, Inc. all of the ownership of and rights to the Assets, as listed on
Schedule A attached hereto, free and clear of any and all liabilities, claims, debts, taxes, actions, or causes of action existing,
relating to or arising out of the Assets; and SOLI accepted and assumed ownership of the Assets in exchange for the consideration
delivered to Seller as set forth in the Agreement.
The total Consideration
for the transfer of the Assets to CareClix, Inc. shall be $2,000,000, payable as follows:
1. Cash
consideration of $1,000,000 to be transferred by SOLI to Seller by wire transfer to the account of Seller as designated by Seller
which wire transfer shall be requested immediately upon execution and delivery of this transfer and assignment by Seller; and
2. Unregistered,
restricted common shares of Solei Systems, Inc. (“Shares”) having a market value at the date of issue of $1,000,000
based on the five (5) day trailing average closing market bid price for the common stock of Solei Systems, Inc. on the trading
market on which such shares are then traded, on the date which is six (6) months after the date of Closing.
3. Closing
of the transaction contemplated herein shall be on the date of execution by Seller and the approval of all of the members of Seller
and the transfer and assignment of the Assets shall be effective on such date, notwithstanding the deferred delivery of the Shares
to Seller as herein provided.
The
foregoing is a summary of the terms of the Agreement and is qualified in its entirety by the Agreement attached hereto and incorporated
herein as Exhibit 10.1.