Item 1.01 Entry into a Material Definitive Agreement

The Exchange Agreement .

On May 16, 2016, Solaris Power Cells, Inc. (“Solaris” or the “Company”) entered into a Share Exchange Agreement, effective as of April 30, 2016 (the “Exchange Agreement”) with Pixel Holdings, Inc., a Delaware corporation (“Holdings”), Pixel Mags, Inc. a Delaware corporation (“Pixel”) and Leonard Caprino (the “Management Stockholder” or “Caprino”) regarding the acquisition by the Company from Holdings of 1,000 shares of common stock, $0.001 par value per share, of Pixel, representing 100% of Pixels outstanding capital stock. .

Pixel is a digital distribution company engaged in the business of delivering digital versions of magazines and catalogs to mobile devices and mobile operating systems.

In exchange for the Pixel shares, the Company agreed to issue to Holdings (a) 1,000,000 shares of Series A convertible voting preferred stock of the Company (the “Series A Preferred Stock”), (b) a 10% original discount convertible note initially valued at $5,000,000 (the “Purchase Note”), and (c) a five year warrant to purchase 500 million shares of Company common stock (the “Warrant”).

Under the terms of the Exchange Agreement, Holdings has the right to designate three (3) members to the board of directors of the Company and such additional independent directors as may be required under the listing rules of any national securities exchange. Caprino has the right to designate one (1) member to the board of directors

The closing of the transactions under the Exchange Agreement (the “Closing”) will occur on or about May 31, 2016, unless a later date shall be selected by the parties; provided, that such Closing shall occur prior to the later of (a) the last date that a corporate action in respect of the reverse stock splits referred to in Item 5.03 below can be taken following the mailing of a Form 14C Information Statement to the stockholders of the Corporation, or (b) approval of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).

The Company has filed a certificate of designations to authorize 1,000,000 shares of Solaris Series B Preferred Stock to be issued to Holdings. The Series B Preferred Stock

The Purchase Note is due and payable on March 31, 2019. Unless converted into Company Common Stock a total of $6,000,000 principal amount (inclusive of an original issue discount) will be due and payable on such maturity date. The Purchase Note is convertible by the holder at a conversion price equal to the lower of (i) One Cent ($0.01) per share or 70% (30% discount) of the average of the 3 lowest reported sale prices for the Common Stock for the 10 Trading Days immediately prior to the Issuance Date or (ii) 70% (30% discount) of the average of the 3 lowest reported sale prices for the 10 Trading Days immediately prior to the Conversion Date.

The Purchase Note provides that it cannot be converted if the effect would cause the holder to own more than 4.99% of the outstanding Company Common Stock; provided that such provision may be waived by the holder of the Purchase Note, at its or their election, upon not less than 61 days’ prior notice to the Company; provided, that such “blocker” provisions of the Purchase Note shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver.

The Warrant entitles the holder to purchase up to 500,000,000 shares of Company Common Stock at an exercise price equal to $0.01 per share, or a total of $5,000,000 upon full exercise of the Warrant. The Warrant contains “cashless exercise” provisions and full rachet anti-dilution adjustments.

For a more detailed description of the terms of the Exchange Agreement, the Series B Preferred Stock, Purchase Note and Warrant, reference is made to Exhibit 10.1, Exhibit 10.3, Exhibit 4 and Exhibit 10.5 to this Form 8-K.

The Option and Separation Agreement .

Pursuant to an option and separation agreement, dated as of May 16, 2016 (the “Separation Agreement”) between the Company and Leonard Caprino, the President of Solaris, Mr. Caprino agreed as of May 31, 2016 (the “Termination Date”) to voluntarily resign as an executive officer and member of the board of directors of the Company. Under the Separation Agreement, the Company agreed to pay accrued and unpaid compensation and other obligations to Mr. Caprino valued at $150,000 by the issuance to Mr. Caprino of (a) 1,000,000 shares of the Company’s Series A Preferred Stock, and (b) a convertible $100,000 Company note due on October 15, 2016 (the “Severance Note’), the payment of which is to be secured by a lien on the Company’s existing assets, consisting of existing assets, consisting of the Solaris Sun Car Golf Carts, Solaris Sun Car EZ Go Model, Solaris F2 Vapor Mod and associated PESA Electronics, associated PESA Cell storage arrays, and related technology, as well as domain names relating to such assets. The Severance Note is convertible into Company Common Stock at a conversion price equal to the volume weighted average price of Company Common Stock as of the date notice of conversion is given by the holder of the Severance Note. In addition, the agreement with Mr. Caprino grants him an option, exercisable at any time commencing July 15, 2016 and ending December 31, 2016 (the “Option Period”) to purchase the Existing Solaris Assets for the sum of $60,000; which amount is payable by Mr. Caprino either in cash or by reducing a like amount of the Severance Note.

The Series A Preferred stock pays no dividend, is not convertible into Common Stock, and is redeemable at the option of the Company, for $10,000. The Series A Preferred Stock votes together with the Company’s common stock and each share of Series A Preferred Stock carries with it 2,000 votes on any matter voted on or consent to by the stockholders of Solaris.

An aggregate of 2,170,000,000 shares of capital stock of Solaris, $0.001 par value per share (the “Solaris Capital Stock”) are currently authorized for issuance pursuant to the Solaris Articles of Incorporation, of which (i) 2,160,000,000 shares of Solaris Capital Stock are designated as common stock (the “Solaris Common Stock”), and (ii) 10,000,000 shares of Solaris Capital Stock are designated as preferred stock, containing such rights, privileges and designations as the Solaris Board of Directors may from time to time designate (the “Solaris Preferred Stock”). As of April 30, 2016, an aggregate 1,832,897,782 shares of Solaris Common Stock were issued and outstanding, and 1,000,000 shares of Solaris Series A Preferred Stock, was issued and outstanding.