AMENDED AGREEMENT AND PLAN OF SHARE EXCHANGE AGREEMENT (“Acquisition”) BY AND AMONGST REAC GROUP, INC. AND FLORIDA BEAUTY EXPRESS INC. FLORIDA BEAUTY FLORA INC. FLORAL LOGISTICS OF MIAMI INC. FLORAL LOGISTICS OF CALIFORNIA INC. TEMPEST TRANSPORTATION...Agreement and Plan of Share Exchange Agreement • January 15th, 2020 • Reac Group, Inc. • Real estate agents & managers (for others) • Florida
ACQUISITION 5 1.1. The Acquisition 5 1.2. The Effective Time of the Acquisition 6 1.3. Effect of Acquisition 6 1.4. Articles and By-Laws of Wholly-Owned Subsidiaries 6 1.5. Taking of Necessary Action 6 CONVERSION AND EXCHANGE OF SECURITIES 6 2.1. Conversion of Shares 6 (a) Effect of Share Conversion 7 (b) No Further Rights in Company Common Stock 7 2.2. Exchange of Stock Certificates 7 (a) Exchange at Closing 7 (b) Closing of the Company’s Stock Transfer Books 7 (c) Effect of Escheat Laws 7 (d) Lost Stock Certificates 7 (e) Risk of Loss 7 2.3. Shares of Dissenting Stockholders 8 2.4. Stock Legends 8 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 8 3.1. Organization, Good Standing and Qualification of Company; Articles and By-Laws 8 3.2. Corporate Power of Company 9 3.3. Subsidiary 9 3.4. Capitalization 9 3.5. Valid and Binding Agreement of Company 9 3.6. No Breach of Statute or Contract 9 3.7. Financial Information 10 3.8. Absence of Undisclosed Liabilities 10 3.9. Absence of Certain Ch
