DEFINITIVE AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONDefinitive Agreement and Plan of Merger and Reorganization • December 27th, 2019 • Reac Group, Inc. • Real estate agents & managers (for others) • Florida
MERGER 5 1.1. The Merger 5 1.2. The Effective Time of the Merger 6 1.3. Effect of Merger 6 1.4. Articles and By-Laws of Surviving Corporation 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 6 (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 10 3.7. Financial Information 10 3.8. Absence of Undisclosed Liabilities 10 3.9. Absence of Certain Changes 10 3.10. Taxes 10
