Life On Earth, Inc. (OTCPK:LFER) executed a Binding Letter of Intent to acquire CareClix Services, Inc/CareClix, Inc./MyCareClix Inc./CareClix RPM, Inc. from CareClix Holdings, Inc. (OTCPK:SOLI) on November 15, 2021. Life On Earth entered into agreement on December 17, 2021. As per agreement the shares of Series E Preferred stock to be designated and issued to the shareholders of CareClix shall be up to approximately 2,100,000 Preferred Shares with a convertibility ratio, under the current share structure, of 100 to 1 into shares of common stock. In addition, agreement calls for us to issue up to 4,000,000 shares of Series A Preferred Stock, over a period of time, to Charles Scott, the Chairman and majority shareholder of CareClix, with 2,500,000 shares to be issued at closing, 600,000 shares to be issued 45 days after closing, and 900,000 shares to be issued 90 days after closing. At closing, in consideration for the purchase of the designated subsidiaries of CareClix, Life On Earth will issue to CareClix or as designated by CareClix at closing, (i) for redistribution to certain designated CareClix shareholders, (to be scheduled at and as part of closing) on the basis of one Life On Earth common share for each common share of CareClix outstanding at closing and held by such designated shareholders of CareClix (up to 50,000,000 Life On Earth common shares); (ii) for redistribution to CareClix' remaining designated shareholders, (to be scheduled at and as part of closing) one non-voting convertible preferred share of Life On Earth for each 10 common shares of CareClix held by such remaining designated shareholders of CareClix outstanding at closing, with final terms of convertibility of the preferred shares to be agreed on and included in the SPA, but not less than ten shares of Life On Earth common stock for each share of such preferred stock; and, (iii) shares of Series A convertible voting preferred stock to the current majority shareholder of the company as part of the consideration at closing. Following the final closing, there will be no affiliation, as shareholder, debtor, creditor or otherwise, between SOLI and LFER. As part of closing, LIFER will register the common and convertible preferred shares to be issued to the SOLI shareholders and closing will be completed when the registration statement is declared effective by the SEC. As of January 26, 2022 Life On Earth, Inc. completed the initial closing of the acquisition of the CareClix group of companies, comprised of four subsidiaries.

As part of the transaction, Life On Earth's Board of Directors increased the size from 4 to 7 members which includes Charles O. Scott and S. John Korangy. A third new member will be added to the Board of Directors shortly, as soon as appropriate due diligence and consents are completed.

The proposed acquisition is subject to due diligence, CareClix Holdings shareholders approval, seller shall have a PCAOB qualified auditor audit the financial statements for the CareClix Group for the last two fiscal years, or such lesser annual periods for which in operation, by no later than 75 days after closing and the completion and execution of a Stock Purchase Agreement by the parties on or before December 17, 2021, with closing of transaction on or before December 31, 2021. As of December 31, 2021, the parties agreed to a partial closing of the transaction set forth in the SPA with the final closing to occur on the effectiveness of a registration statement for the shares to be issued as part of the consideration. Upon the final closing of the transaction, the former shareholders of SOLI will hold approximately 70% of Life On Earth's issued and outstanding common equity on a fully diluted basis and will hold the majority of its total shareholder voting power.