Item 1.01. Entry into Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 29, 2021 by Sollensys Corp (the "Company"), on October 26, 2021, the Company entered into a Merger Agreement ("Merger Agreement") by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company ("S-CC Merger Sub"); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company ("S-Solutions Merger Sub"); (iv) Celerit Corporation ("Celerit"); (v) Celerit Solutions Corporation ("Celerit Solutions"); and (vi) Terry Rothwell.

Pursuant to the terms of the Merger Agreement, if the Merger did not close by January 31, 2022, the Merger Agreement would terminate.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on February 3, 2022 by the Company, on January 28, 2022, the parties to the Merger Agreement entered into an Amendment to Merger Agreement, dated as of January 28, 2022, pursuant to which the parties agreed to extend the closing deadline to March 31, 2022.

On March 31, 2022, the parties to the Merger Agreement, as amended, entered into the Second Amendment to Merger Agreement, dated as of March 31, 2022 (the "Second Amendment"), pursuant to which the parties agreed to extend the closing deadline to April 7, 2022. In addition, the parties agreed that the following changes to the terms and conditions of the Merger Agreement, as amended, have been agreed to in principal and that between March 31, 2022 and April 7, 2022, the parties would reasonably cooperate to agree on amendments to the Merger Agreement, as amended, to reflect the same; provided, however, that the parties agreed that the following provisions would not be binding on the parties unless and until a formal amendment of the Merger Agreement, as amended, reflecting such provisions is executed by the parties:

(a) The Merger Consideration (as such term is defined in the Merger Agreement, as


     amended) shall be (i) 4,000,000 shares of Company common stock issued to
     Terry Rothwell on 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 Sollensys Blockchain
     Server Distributive Data Center loaded with Sollensys Application Software
     (R4 Enterprise) (currently 32 Dell units) or equivalent.

(b) The remaining $2,695,000 of the cash Merger Consideration will be paid via a


     promissory note between the Company 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 (as such term is defined in the Merger


     Agreement, as amended) and the repayment of the note will occur when the
     Company 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, the Company will enter into an agreement with Terry Rothwell


     and George Benjamin Rothwell for the use of two Sollensys Server Centers
     owned by the Rothwells for total payments of $100,000 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, the Company will assign to Celerit exclusive rights


     and responsibility for sales, support and service of all Company products and
     services offered to banks and financial institutions (collectively, the
     "Banking Industry"). Any Company contracts, agreements or arrangements of any
     nature that involve Company sales or services to the Banking Industry will,
     immediately upon closing, be assigned to Celerit for administration and
     performance.




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(g) At the closing, Terry Rothwell will join the Company's Board of Directors and

Anthony Nolte and Donald Beavers will join the Celerit Board of Directors and
     the Celerit Solutions Board of Directors. 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 reflecting the above terms has


     been executed, the parties will commence completion of the audit of Celerit
     and Celerit Solutions for 2021, and the Company will pay for the costs of
     such audit.

Except as set forth above, all other terms of the Merger Agreement, as amended, remain in full force and effect.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, filed as Exhibit 10.3 hereto, which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 5, 2022, the Company issued a press release announcing extension of the merger closing deadline and agreement in principle to certain amendments to the Merger Agreement, as amended.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits



Exhibit No.   Description

10.1            Merger Agreement, dated as of October 26, 2021, by and among the
              registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc.,
              Celerit Corporation, Celerit Solutions Corporation, and Terry
              Rothwell (incorporated by reference to Exhibit 10.1 to the
              registrant's Current Report on Form 8-K filed with the SEC on
              October 29, 2021).
10.2            Amendment to Merger Agreement, dated as of January 28, 2022, by
              and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger
              Sub, Inc.; Celerit Corporation; Celerit Solutions Corporation; and
              Terry Rothwell (incorporated by reference to Exhibit 10.1 to the
              registrant's Current Report on Form 8-K filed with the SEC on
              February 3, 2022).
10.3            Second Amendment to Merger Agreement, dated as of March 31, 2022,
              by and among the registrant, S-CC Merger Sub, Inc., S-Solutions
              Merger Sub, Inc.; Celerit Corporation; Celerit Solutions
              Corporation; and Terry Rothwell.
99.1            Press release of the registrant dated April 5, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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