LFER Life on Earth Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On December 17, 2021, we entered into Stock Purchase Agreement (the “Agreement”) with CareClix Holdings, Inc., a Florida corporation (“CareClix”). Under the Agreement, we will acquire 100% ownership of the operating subsidiaries of CareClix, which in include CareClix, Inc., a Virginia corporation, CareClix Services, Inc., a Florida corporation, My CareClix, Inc., a Florida corporation, and CareClix RPM, Inc., a Florida corporation (collectively, the “CareClix Group”). In exchange for ownership of the CareClix Group, we will issue the following securities, to be issued pro rata to the common shareholders of CareClix:

50,000,000 shares of our common stock; and Shares of a new class of preferred stock to be designated as Series E Preferred Stock. 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 our shares of common stock.

In addition, the Agreement calls for us to issue up to 4,000,000 shares of our Series A Preferred Stock, over a period of time, to Mr. 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. Shares of our Series A Preferred Stock, which are not convertible and do not receive dividends, are entitled to cast 50 votes per share on all matters submitted to the vote or consent of our shareholders. Upon the closing of the Agreement, the shareholders of CareClix will hold approximately seventy percent of our issued and outstanding common equity on a fully diluted basis,and will hold the majority of our total shareholder voting power.

The closing of the Agreement is subject to numerous conditions, including the effectiveness of a registration statement on Form S-4 to be filed registering the issuance of our shares of common stock and shares of Series E Preferred Stock to the common shareholders of CareClix, approval of the Agreement by a majority of the shareholders of CareClix, and preparation and delivery of audited financial statements for the CareClix Group.

Upon closing of the Agreement, we intend to continue pursuing the business of the CareClix Group. CareClix is a leading virtual telehealth platform. The company provides software applications coupled with medical services enabling patients to receive care anytime at anyplace. More than 20 million individuals in the U.S. in over 60 countries are currently utilizing CareClix's services. CareClix’s website is: www.careclix.com.