reac_ex101.htm

  EXHIBIT 10.1
  
  
 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 INC.
  
  
  
 Dated as of April 13, 2020
  
  	 
	1
	  

	 

 
 TABLE OF CONTENTS
  
  	 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
	  
	 7
	
		 (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
	  
	 8
	
		 (d)
	 Lost Stock Certificates
	  
	 8
	
		 (e) 
	 Risk of Loss
	  
	 8
	
	 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
	  
	 9
	
	 3.2.
	  
	 Corporate Power of Company
	  
	 9
	
	 3.3.
	  
	 Subsidiary
	  
	 9
	
	 3.4.
	  
	 Capitalization
	  
	 9
	
	 3.5.
	  
	 Valid and Binding Agreement of Company
	  
	 10
	
	 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
	  
	 11
	
	 3.11.
	  
	 Contracts; Insurance
	  
	 12
	
	 3.12.
	  
	 Litigation
	  
	 13
	
	 3.13.
	  
	 Title to Properties; Liens and Encumbrances
	  
	 13
	
	 3.14.
	  
	 Compliance
	  
	 13
	
	 3.15.
	  
	 Compliance with Environmental Laws
	  
	 14
	
	 3.16.
	  
	 Brokers or Finders
	  
	 14
	
	 3.17.
	  
	 Permits and Licenses
	  
	 14
	
	 3.18.
	  
	 Banking Arrangements
	  
	 14
	
	 3.19.
	  
	 Interest in Assets
	  
	 14
	
	 3.20.
	  
	 Employee Benefit Plans
	  
	 15
	
	 3.21.
	  
	 Labor Discussions
	  
	 15
	
	 3.22.
	  
	 Untrue or Omitted Facts
	  
	 15
	


  
  	 
	2
	  

	 


   
 	 REPRESENTATIONS AND WARRANTIES OF ACQUIROR
	  
	 15
	  

	 4.1.
	  
	 Organization, Good Standing and Qualification
	  
	 15
	  

	 4.2.
	  
	 Articles of Incorporation and By-Laws
	  
	 16
	  

	 4.3.
	  
	 Subsidiary
	  
	 16
	  

	 4.4.
	  
	 Capitalization
	  
	 16
	  

	 4.5.
	  
	 Corporate Authority; Binding Nature of Agreement
	  
	 17
	  

	 4.6.
	  
	 No Breach of Statute or Contract
	  
	 17
	  

	 4.7
	  
	 SEC Reports and Acquiror Financial Statements
	  
	 17
	  

	 4.8.
	  
	 Financial Information
	  
	 18
	  

	 4.9.
	  
	 Issuance of Acquiror Common and Preferred Stock
	  
	 18
	  

	 4.10.
	  
	 Brokers or Finders
	  
	 18
	  

	 4.11.
	  
	 Consents
	  
	 18
	  

	 4.12
	  
	 Litigation
	  
	 18
	  

	 4.13.
	  
	 Absence of Undisclosed Liabilities
	  
	 19
	  

	 4.14.
	  
	 Absence of Certain Changes
	  
	 19
	  

	 4.15.
	  
	 Taxes
	  
	 19
	  

	 4.16.
	  
	 Contracts; Insurance
	  
	 20
	  

	 4.17.
	  
	 Title to Properties; Liens and Encumbrances
	  
	 21
	  

	 4.18.
	  
	 Intellectual Property
	  
	 22
	  

	 4.19.
	  
	 Compliance
	  
	 22
	  

	 4.20.
	  
	 Compliance with Environmental Laws
	  
	 22
	  

	 4.21.
	  
	 Accounts and Notes Receivable
	  
	 22
	  

	 4.22.
	  
	 Permits and Licenses
	  
	 23
	  

	 4.23.
	  
	 Banking Arrangements
	  
	 23
	  

	 4.24.
	  
	 Interest in Assets
	  
	 23
	  

	 4.25.
	  
	 Employee Benefit Plans
	  
	 23
	  

	 4.26.
	  
	 Labor Discussions
	  
	 23
	  

	 4.27.
	  
	 Untrue or Omitted Facts
	  
	 23
	  

		  
		  
	  
	  

	 ADDITIONAL AGREEMENTS OF THE PARTIES
	  
	 24
	  

	 5.1.
	  
	 Confidentiality
	  
	 24
	  

	 5.2.
	  
	 Publicity
	  
	 24
	  

	 5.3.
	  
	 Accounting Cooperation
	  
	 25
	  

	 5.4.
	  
	 Further Assurances
	  
	 25
	  

	 5.5.
	  
	 Omitted
	  
	 25
	  

	 5.6.
	  
	 Tax Matters
	  
	 25
	  

	 5.7.
	  
	 Investment
	  
	 25
	  

	 5.8.
	  
	 Intentionally Omitted
	  
	 25
	  


   
 	 
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 	 CONDITIONS 
	  
	 26
	  

	 6.1.
	 Conditions to Obligations of Acquiror
	  
	 26
	  

		 (a)
	 Accuracy of Representations and Warranties
	  
	 26
	  

		 (b)
	 Performance
	  
	 26
	  

		 (c)
	 Certification
	  
	 26
	  

		 (d)
	 Resolutions and Written Consents
	  
	 26
	  

		 (e)
	 Good Standing Certificates
	  
	 26
	  

		 (f)
	 Share Exchange Agreement 
	  
	 27
	  

		 (g)
	 Due Diligence
	  
	 27
	  

		 (h)
	 Stockholder and Investor Agreements
	  
	 27
	  

	 6.2.
	  
	 Conditions to the Obligations of the Company
	  
	 27
	  

		 (a)
	 Accuracy of Representations and Warranties
	  
	 27
	  

		 (b)
	 Performance
	  
	 27
	  

		 (c)
	 Certification
	  
	 27
	  

		 (d)
	 Resolutions
	  
	 27
	  

		 (e)
	 Employment Agreements
	  
	 27
	  

		 (f)
	 Articles of Share Exchange
	  
	 27
	  

		 (g)
	 Due Diligence
	  
	 27
	  

		  
		  
	  
	  

	 CLOSING
	  
	 28
	  

	 7.1.
	  
	 Place and Date of Closing
	  
	 28
	  

	 7.2.
	  
	 Items to be Delivered by the Company
	  
	 28
	  

	 7.3.
	  
	Items to be Delivered by Acquiror	  
	 29
	  

		  
		  
	  
	  

	 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
	  
	 29
	  

	 8.1.
	  
	 Indemnification by Company
	  
	 29
	  

	 8.2.
	  
	 Survival
	  
	 29
	  

	 8.3.
	  
	 Indemnification by Acquiror
	  
	 29
	  

	 8.4.
	  
	 Defense of Claims
	  
	 30
	  

		  
		  
	  
	  

	 TERMINATION OF AGREEMENT
	  
	 30
	  

	 9.1.
	  
	 Termination
	  
	 30
	  

	 9.2.
	  
	 Effect of Termination
	  
	 30
	  

		  
		  
	  
	  

	 PARTIES
	  
	 30
	  

	 10.1.
	  
	 Parties in Interest
	  
	 30
	  

	 10.2.
	  
	 Notices
	  
	 31
	  

	 10.3.
	  
	 Affiliates
	  
	 32
	  

		  
		  
	  
	  

	 MISCELLANEOUS
	  
	 32
	  

	 11.1.
	  
	 Non-Assignability; Binding Effect
	  
	 32
	  

	 11.2.
	  
	 Nonsurvival of Representations and Warranties
	  
	 32
	  

	 11.3.
	  
	 Exhibits and Schedules
	  
	 32
	  

	 11.4.
	  
	 Waiver
	  
	 32
	  

	 11.5.
	  
	 Independent Covenants
	  
	 32
	  

	 11.6.
	  
	 Severability
	  
	 32
	  

	 11.7.
	  
	 Entire Agreement
	  
	 33
	  

	 11.8.
	  
	 Modifications and Amendments
	  
	 33
	  

	 11.9.
	  
	 Time of Essence
	  
	 33
	  

	 11.10.
	  
	 Governing Law
	  
	 33
	  

	 11.11.
	  
	 Exclusive Jurisdiction; Venue
	  
	 33
	  

	 11.12.
	  
	 Waiver of Jury Trial
	  
	 33
	  

	 11.13.
	  
	 Construction
	  
	 33
	  

	 11.14.
	  
	 Section Headings
	  
	 33
	  

	 11.15.
	  
	 Counterparts
	  
	 33
	  

	 11.16.
	  
	No Strict Construction	  
	 33
	  


  
  	 
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 AGREEMENT AND PLAN OF ACQUISITION THROUGH A SHARE EXCHANGE AGREEMENT
  
 AGREEMENT AND PLAN OF ACQUISITION THROUGH A SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2020, by and among REAC GROUP, INC., a Florida corporation (“Acquiror”), and FLORIDA BEAUTY EXPRESS INC., a Florida corporation, FLORIDA BEAUTY FLORA INC., a Florida corporation, FLORAL LOGISTICS OF MIAMI INC., a Florida corporation, FLORAL LOGISTICS OF CALIFORNIA INC., a California corporation, and TEMPEST TRANSPORTATION INC. , a Florida corporation, (each a “Company” and collectively the “Companies”).
  
 R E C I T A L S :
  
 WHEREAS, Acquiror, and the Companies intend to effect an Acquisition of the Companies with the Acquiror (the “Acquisition”) pursuant to this Agreement and in accordance with the Florida Business Corporation Act (“Florida Law”); and
  
 WHEREAS, the Boards of Directors of the Companies have determined that the Acquisition is consistent with and in furtherance of the long term business strategy of the Companies and is fair to, and in the best interest of, the Companies and its stockholders and has approved and adopted this Agreement and the transactions contemplated thereby, and recommended approval and adoption of this Agreement by the stockholders of the Companies; and 
  
 WHEREAS, it is intended that for federal income tax purposes the Acquisition qualify as a tax-free reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that for accounting purposes the Acquisition will be treated as a Stock for Stock Exchange.
  
 NOW, THEREFORE, in consideration of the foregoing and the mutual benefits to be derived from this Agreement and the representations, warranties, covenants, agreements, conditions and promises contained herein, the parties hereby agree as follows:
  
 ARTICLE I
  
 ACQUISITION
  
 1.1. The Acquisition. In accordance with the provisions of, and subject to the terms and conditions of, this Agreement, the individual Share Exchange Agreements, and Florida Law, at the Effective Time (defined below), the Companies shall be acquired by and into Acquiror (the “Acquisition”), and each of the Companies shall be a wholly-owned subsidiary of the Acquiror of the Acquisition (the “Wholly-Owned Subsidiaries”) and shall retain the names of the Companies. Acquiror and the Companies are sometimes herein referred to as the “Constituent Corporations”.
  
  	 
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 1.2. The Effective Time of the Acquisition. Subject to the provisions of this Agreement and Florida Law, a Share Exchange Agreement with respect to the Acquisition shall be executed, delivered and filed with the respective agencies as required, by each of the Constituent Corporations on the Closing Date (as hereinafter defined). The Acquisition shall become effective on the date and time of such filing (the “Effective Time”).
  
 1.3. Effect of Acquisition. At the Effective Time, the Acquiror shall become the parent, and the Companies shall become each a Wholly-Owned Subsidiary of the Acquiror.
  
 1.4. Articles and By-Laws of Wholly-Owned Subsidiaries. From and after the Effective Time: (a) the Articles of Incorporation (the “Articles”) of the Companies, which to the extent they contradict this Agreement are deemed amended to not conflict with the terms herein, shall be the Articles of the Wholly-Owned Subsidiaries; (b) the by-laws of Companies, which to the extent they contradict this Agreement are deemed amended to not conflict with the terms, shall be the by-laws of the Wholly-Owned Subsidiaries, unless and until altered, amended or repealed as provided in the Articles or such by-laws; (c) the directors and officers of the Acquiror shall be updated to include the persons who are duly elected following Closing; and (d) the directors and officers of Companies shall be the directors of the Wholly-Owned Subsidiaries, unless and until removed, or until their respective terms of office shall have expired, in accordance with the Articles and the by-laws of the Wholly-Owned Subsidiaries, as applicable. 
  
 1.5. Taking of Necessary Action. Prior to the Effective Time, the parties hereto shall do or cause to be done all such acts and things as may be necessary or appropriate in order to effectuate the Acquisition as expeditiously as reasonably practicable, in accordance with this Agreement.
  
 ARTICLE II
  
 EXCHANGE OF SECURITIES
  
 2.1. (a) Effect of Share Exchange Agreement (Common Stock). At the Effective Time, that all of the shares of Common Stock of the Companies (“Companies’ Common Stock”), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Share Exchange Agreement and without any action on the part of the holder thereof, be converted into and represent the right to receive and aggregate of 15,015,002 (Fifteen Million Fifteen Thousand two) shares of Acquiror Common Stock (“Acquiror Common Stock”), and an aggregate 500,000 (Five Hundred Thousand) shares of Acquiror’s Series A Preferred stock, par value $.001 per share (“Acquiror Preferred Stock”) to be issued as set forth on Schedule 2.1. As set forth in Acquiror’s Articles of Incorporation, each of the Class A Preferred Shares, is entitled to 5,000 (Five Thousand) votes per shares on any matter on which the Preferred Stock shareholder is entitled to vote and it is represented and agreed none of the Preferred Stock is presently outstanding to any shareholder besides DeAngelis.
  
  	 
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 (b) No Further Rights in Company Common Stock. On and after the Effective Time, holders of certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Common Stock Certificates”) shall cease to have any rights as stockholders of the Company, except the right to receive the consideration set forth in this Article II.
  
 (c) Consideration. The Acquiror shall exchange 15,015,002 shares of its Common Stock and 500,000 shares of Series A Preferred (“Share Exchange Shares”) for 100% of the Companies outstanding Common Stock. Mr. DeAngelis’ shares (15,015,002 shares of common stock and 500,000 shares of Series A Preferred) shall be purchased for $350,000 (the "Purchase Price"), and then Mr. Robert DeAngelis will return those shares to Treasury so that the Acquiror can issue the Share Exchange Shares to the Companies. The Purchase Price shall be paid as follows: $100,000 received in cash by wired funds to Robert DeAngelis, (the "Closing Cash"), and the remaining $150,000 will be payable in $75,000 installments for the first two quarters after closing and Mr. DeAngelis will also receive 100,000 shares of common stock, that will be valued at $1.00 per share, respectively. Mr. DeAngelis has been paid $12,000 of the first $75,000 payment in cash. 
  
 (d) Share Purchase. The Shareholders of the Companies shall receive approximately 98% of the Acquiror’s common stock, which is currently held by Robert DeAngelis, (15,015,002 shares). The Shareholders of the Companies shall also receive the Preferred A stock of 500,000 shares which is equal to 2,500,000 preferred voting shares (5000 votes for each share).
  
 2.2. Exchange of Stock Certificates. 
  
 (a) Exchange at Closing. At Closing upon performance by the Company of the obligations set forth in Section 6.1(b), Companies shall deliver to the designated parties in the as per this Agreement, the resolutions on behalf of each holder of the Common Stock Certificates authorizing the cancelation of said certificates to be held by and the Acquiror Common Stock and Acquiror Preferred Stock be disbursed by the parties pursuant to the terms of this Agreement. 
  
 (b) Closing of the Companies’ Stock Transfer Books. At or after the Effective Time, there shall be no transfers on the stock transfer books of each of the Companies of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Wholly-Owned Subsidiaries, they shall be confiscated and destroyed by the Wholly-Owned Subsidiaries.
  
  	 
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 (c) Effect of Escheat Laws. Neither the Acquiror, the Wholly-Owned Subsidiaries, nor any other party hereto shall be liable to a holder of a Stock Certificate for any consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.
  
 (d) Lost Stock Certificates. In the event that any Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact and posting bond acceptable to Acquiror by the person claiming such Stock Certificate to be lost, stolen or destroyed, the shares of Acquiror Common Stock and Acquiror Preferred Stock, as provided in this Section 2.2 shall be deliverable in respect thereof pursuant to this Agreement.
  
 (e) Risk of Loss. The risk of loss with respect to any shares of the Companies to be delivered to the parties hereunder shall pass, only upon physical delivery of the shares to the intended parties.
  
 2.3. Shares of Dissenting Stockholders. The Agreement shall only be effective with the unanimous consent of the shareholders of the Companies.
  
 2.4. Stock Legends . All shares of Acquiror Preferred Stock, Acquiror Common Stock of all types and classes to be issued in the Acquisition or upon conversion shall be characterized as “restricted securities” under the Securities Act of 1933 (the “1933 Act”), and each certificate representing any of such shares shall bear a legend identical or similar in effect to the following legend (together with any other legend or legends required by applicable state securities laws or otherwise):
  
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT REGISTRATION IS NOT REQUIRED.
  
 ARTICLE III
  
 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES
  
 The Companies make the following representations and warranties to Acquiror, each of which shall be deemed material (and Acquiror, in executing, delivering and consummating this Agreement, has relied and will rely upon the correctness and completeness of each of such representations and warranties):
  
  	 
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 3.1. Organization, Good Standing and Qualification of the Companies; Articles and By-Laws. The Companies are corporations duly organized and validly existing under the laws of the State of Florida and California as applicable and are in good standing under such laws and has requisite corporate power and authority to own properties owned by it and to conduct business as being conducted by it, except where the failure to be existing and in good standing or have such power would not have a Company Material Adverse Effect (as defined herein). The Companies are qualified to do business as a foreign corporation in all jurisdictions in which its ownership of property or activities might require its qualification to do business as a foreign corporation, except where the failure to be so qualified would not have a Company Material Adverse Effect. The Companies have made available to Acquiror or representatives of Acquiror true, correct and complete copies of its Articles and by-laws, each as amended to date. As used in this Agreement, “Company Material Adverse Effect” means any material adverse change in, or material adverse effect on, the business, financial condition or operations of the Companies, taken as a whole which would prevent the Companies from operating in substantially the same manner as presently or involves more than $10,000. 
  
 3.2. Corporate Power of the Companies. The Companies have all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Companies of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by the Boards of Directors of the Companies. Except for obtaining the approval of its stockholders, no further corporate authorization is necessary on the part of the Companies to consummate the transactions contemplated hereby. 
  
 3.3. Subsidiary. The Companies have no subsidiaries and do not directly or indirectly own of record or beneficially any other capital stock or equity interest or investment in any corporation, association or business entity. 
  
 3.4. Capitalization. The authorized capital stock of the Companies consists of 1,003,600 shares of common stock with par of approximately $0.001. Schedule 3.4 sets forth all of the holders and shares held, as of the date of this Agreement, of the Company’s common stock issued outstanding. All the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Acquiror Common and Preferred Stock to be issued hereunder when issued in accordance with this Agreement will be validly issued, fully paid and nonassessable and not subject to any lien, claim, charge or encumbrance, except for standard securities law restrictions. Except as set forth in Schedule 3.4, as of the date hereof, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. Except as set forth in Schedule 3.4, there are no existing voting trusts or similar agreements to which the Company are a party with respect to the voting of the capital stock of the Company. The Company holds no shares of its capital stock in its treasury. All dividends and distributions of any nature with respect to any capital stock of the Company, declared or set aside prior to the Closing, have been paid.
  
  	 
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 3.5. Valid and Binding Agreement of the Companies. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto and subject to the adoption of this Agreement by the Companies’ stockholders, this Agreement, when executed and delivered by the Companies, constitutes or will constitute the legal, valid and binding obligation of the Companies, enforceable against the Companies in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.
  
 3.6. No Breach of Statute or Contract. Except for matters specifically described on Schedule 3.6, neither the execution, delivery and performance of this Agreement by the Companies nor compliance with the terms and provisions of this Agreement on the part of the Companies will: (i) violate any provision of the Companies’ Articles, by-laws or any other organizational documents of the Companies, as amended; (ii) require of the Companies the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which the Companies are a party or by which it or any of its properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to the Companies or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Companies pursuant to any such term.
  
 3.7. Financial Information . The Companies have prepared true and complete copies of its unaudited financial statements for the period ended September 30, 2019 (the “Company Financial Statements,” a copy of which are attached as Exhibit A). Except as noted therein, the Companies’ Financial Statements fairly present, in all material respects, the financial position of the Companies as of the dates thereof and the results of its operations and cash flows for the periods then ended subject, to normal year end or month end adjustments. 
  
 3.8. Absence of Undisclosed Liabilities. Schedule 3.8 sets forth all debts, liabilities or obligations, contingent or absolute (“Liabilities”), of the Companies, and the payment arrangements with each of the creditors for such Liabilities, except for liabilities or obligations (i) disclosed on the Companies’ Financial Statements, (ii) not required under generally accepted accounting principles to be disclosed on the Companies’ Financial Statements, and (iii) which would not have a Company Material Adverse Effect. 
  
 3.9. Absence of Certain Changes. Except as disclosed on Schedule 3.9, since September 30, 2019 the Company has not: (a) suffered any change constituting a Company Material Adverse Effect; (b) amended its Articles or by-laws; (c) split, combined or reclassified Company Common Stock; (d) declared or set aside or paid any dividend or other distribution with respect to Company’s Common Stock; (e) materially changed the Company’s accounting principles, practices or methods; or (f) conducted any transaction or activity other than in the ordinary course of business.
  
  	 
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 3.10.Taxes. Except as set forth on Schedule 3.10:
  
 (a) The Company has filed all Tax Returns (as hereinafter defined) that it was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes (as hereinafter defined) owed by the Company (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid except for taxes not yet due and payable. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party except as otherwise shown in due diligence. There are no undisclosed liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax, except for liens for Taxes not yet due. 
  
 (b) The Company is not a party to any Tax allocation or sharing agreement. The Company (i) has not been a member of an Affiliated Group (as hereinafter defined) filing a consolidated Federal income Tax Return and (ii) has no liability for the Taxes of any Person (as hereinafter defined) under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.
  
 (c) The Company shall not be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code (as hereinafter defined) or any comparable provision of state, local or foreign tax law. No issue relating to Taxes has been raised in writing by a taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a taxing authority in any completed audit or examination, that reasonably can be expected to recur in a later taxable period.
  
 (d) Except for limitations imposed by Sections 382 through 384 of the Code and analogous provisions of state tax law, the Acquisition will not result in any Tax liability to the Company or result in a reduction of the amount of any net operating loss, net operating loss carryover, net capital loss, net capital loss carryover, Tax credit, Tax credit carryover, excess charitable contribution or basis of property that otherwise would be available to the Company by reason or as a result of deferred intercompany transactions, excess loss accounts, or otherwise.
  
 (e) The Company has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Company has not made any payments, are not obligated to make any payments and are not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. 
  
  	 
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 (f) As used in this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law; “Code” means the Internal Revenue Code of 1986, as amended; “Company” means the Company and/or any corporation that at any time has been a subsidiary of the Company; “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof); “Tax” means any Federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other Tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not, and “Taxes” means any or all of the foregoing collectively; and “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.
  
 3.11. Contracts; Insurance . Except as set forth in Schedule 3.11 and due diligence, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:
  
 (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company;
  
 (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person;
  
 (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
  
 (d) Agreements with any labor union or collective bargaining organization or other labor agreements;
  
 (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
  
 (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company are a party;
  
  	 
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 (g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;
  
 (h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of Acquisition or consolidation to which the Company are a party or letters of intent with respect to the foregoing;
  
 (i) Letters of intent or agreements with respect to the Acquisition of the business, assets or shares of any other business;
  
 (j) Insurance policies; and
  
 (k) Leases for real or personal property.
  
 Each of the material contracts, agreements and understandings set forth in Schedule 3.11 are in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 3.14 or as set out in due diligence, to the knowledge of the Company, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.
  
 3.12. Litigation. Except as set forth on Schedule 3.12 or as set out in due diligence, there are neither pending nor, to the Company’s knowledge, threatened any legal or governmental action, suit, investigation, proceeding or claim, to which the Company are or may be named as a party by or before any court, governmental or regulatory authority or by any third party that are reasonably likely to have a Company Material Adverse Effect. The Company are not a party or subject to the provisions of any material injunction, judgment, decree, or order of any court, regulatory body, administrative agency or other governmental body. For purposes of this Agreement, “Company’s knowledge” or “known to Company” means knowledge of any of the following officers, directors or senior management of the Company. 
  
 3.13. Title to Properties; Liens and Encumbrances . The Company has good and valid title in all property and assets recorded on the Company Financial Statements, free from all mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges except as set forth in due diligence. The Company owns or has adequate rights to use all such properties or assets as are necessary to its operations as now conducted.
  
 3.14. Compliance. The Company are not in violation of any term of its Articles or by-laws, as amended. Except as set forth on Schedule 3.14 or in due diligence, to the Company’s knowledge, the Company are not in violation of or default under any provision of: (a) any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it are a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or (b) any judgment, decree, order, statute, rule or regulation to which the Company are subject to, but excluding from the foregoing clauses (a) and (b), defaults or violations which would not have a Company Material Adverse Effect or which become applicable as a result of the business or activities in which Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Acquiror.
  
  	 
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 3.15. Compliance with Environmental Laws. To the Company’s knowledge, the Company are in material compliance with all applicable statutes, laws and regulations relating to the protection of the environment or occupational health and safety except for non-compliance which would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has not received any written notice of, or to the knowledge of the Company, are the subject of, any actions, claims, investigations, demands or notices alleging liability under or non-compliance with any laws relating to the protection of the environment or occupational health and safety which would, individually or in the aggregate, have a Company Material Adverse Effect.
  
 3.16. Brokers or Finders. The Company represents, as to itself and its Affiliates, that, except as set forth on Schedule 3.16, no agent, broker, investment banker, financial advisor or other firm or person are or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.
  
 3.17. Permits and Licenses. Schedule 3.17 sets forth all permits, licenses, orders, franchises and approvals from all federal, state, local and foreign governmental regulatory bodies held by the Company. The Company has all permits, licenses, orders, franchises and approvals of all federal, state, local and foreign governmental or regulatory bodies, whose failure to be held would have a Company Material Adverse Effect and such permits, licenses, orders, franchises and approvals are in full force and effect, and no suspension or cancellation of any of such other permits, licenses, etc. are pending or to the knowledge of the Company threatened; and the Company are in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which have issued such permits, licenses, orders, franchises and approvals. 
  
 3.18. Banking Arrangements. Schedule 3.18 sets forth the name of each bank in or with which the Company has an account, credit line or safety deposit box, and a brief description of each such account, credit line or safety deposit box, including the names of all persons currently authorized to draw thereon or having access thereto; and the names of all persons, if any, now holding powers of attorney from the Company and a summary statement of the terms thereof.
  
 3.19. Interest in Assets. Neither the stockholders of Company nor any Affiliate(s) of the stockholders nor anyone else other than Company owns any property or rights, tangible or intangible, used in or related, directly or indirectly, to the business of the Company. 
  
  	 
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 3.20. Employee Benefit Plans. Other than as set forth on Schedule 3.20: (a) there are no “employee pension benefit plans” (within the meaning of Section 3(2)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”) maintained by the Company; and (b) the Company does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Company to the Pension Plans, and the Company knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Company threatened, and the Company has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Pension Plans, or against the Company which might subject the Company to any material liability.
  
 3.21. Labor Discussions. The Company are not, and nor has it ever been, a party to any agreement, collective bargaining or otherwise, with any party regarding the rates of pay or working conditions of any of the Company’s employees, nor obligated under any agreement to recognize or bargain with any labor organization or union, nor involved in any labor discussions with any unit or group seeking to become the bargaining unit for any of its employees. 
  
 3.22. Untrue or Omitted Facts. To the best of Company’s knowledge, no representation, warranty or statement by the Company in this Agreement contains any untrue statement of a material fact or omits or will omit to state a fact necessary in order to make such representations, warranties or statements not materially misleading.
  
 ARTICLE IV
  
 REPRESENTATIONS AND WARRANTIES OF ACQUIROR & ROBERT DEANGELIS 
  
 The Acquiror and Robert DeAngelis, makes the following representations and warranties to Company, each of which shall be deemed material (and Company, in executing, delivering and consummating this Agreement, has relied and will rely upon the correctness and completeness of each of such representation, schedule and the warranties):
  
 4.1. Organization, Good Standing and Qualification. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have an Acquiror Material Adverse Effect (as defined herein). Acquiror is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have an Acquiror Material Adverse Effect. 
  
  	 
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 As used in this Agreement, “Acquiror Material Adverse Effect” means any material adverse change in, or material adverse effect on, the business, financial, condition or operations of Acquiror and its Subsidiaries, taken as a whole which would prevent the Acquiror from operating in substantially the same manner as presently or involves more than $10,000. 
  
 4.2. Articles of Incorporation and By-Laws. Acquiror has delivered to the Companies accurate and complete copies of its Articles and by-laws, including all amendments thereto. There has not been any violation of any provisions of Acquiror’s Articles or its by-laws, and no action has been taken that are inconsistent in any material respect with any resolution adopted by the stockholders, the Boards of Directors or any committee of the Boards of Directors of Acquiror. To the extent that the Articles and by-laws conflict with this Agreement same are amended to reflect the terms herein. 
  
 4.3. Subsidiary. Acquiror is the sole shareholder of the subsidiaries (if any) and does not directly or indirectly own of record or beneficially any other capital stock or equity interest or investment in any corporation, association or business entity other than that set forth on Schedule 4.3. 
  
 4.4. Capitalization. The authorized capital stock of the Acquiror consists of 200,000,000 shares of common stock having a par value of $.001, of which 17,533,048 are issued and outstanding and 1,000,000 shares of Preferred Stock of which 500,000 shares of Series A Preferred stock having a par value of $.001 are outstanding. Schedule 4.4 sets forth all of the holders and shares held, as of the date of this Agreement, of the Acquiror’s preferred stock issued outstanding and any holders of common stock owning more than 4.99% thereof. All the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable laws including federal and state securities laws. Except as set forth in Schedule 4.4, , the Acquiror does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. Except as set forth in Schedule 4.4, there are no existing voting trusts or similar agreements to which the Acquiror is a party with respect to the voting of the capital stock of the Acquiror. All dividends and distributions of any nature with respect to any capital stock of the Acquiror, declared or set aside prior to the Closing, have been paid. The Acquiror represents that the Acquiror does not have any commitments to issue shares in addition to that number of shares currently issued and outstanding. 
  
  	 
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 4.5. Corporate Authority; Binding Nature of Agreement. Acquiror has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorizations are necessary on the part of Acquiror to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by Acquiror, constitutes or will constitute the legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.
  
 4.6. No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan of Share Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Agreement on the part of Acquiror will: (i) violate any provision of Acquiror’s Articles, by-laws or any other organizational documents of Acquiror, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquiror. The transactions contemplated by this Agreement will not be subject to any state takeover statute or anti-takeover provisions of Florida or California law.
  
 4.7. SEC Reports. The Acquiror is a “Reporting Issuer” and is required to file periodic reports with the SEC. Since 2005 the Acquiror has filed with the SEC all reports and other filings required to be filed by Acquiror in accordance with the Securities Act of 1933 and the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “SEC Reports”). As of their respective dates of filing the SEC Reports (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. To the Acquiror’s knowledge, none of the SEC Reports is the subject of any outstanding SEC review or outstanding SEC comment.
  
  	 
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 4.8. Financial Information . The Acquiror has posted its latest financial statements for the year ended December 31, 2018 and subsequent quarters in 2019, on the SEC and OTC Markets website. , the Acquiror Financial Statements fairly present, in all material respects, the financial position of the Acquiror as of the dates thereof and the results of its operations and cash flows for the periods then ended subject, to normal year end or month end adjustments. All of the Acquiror Financial Statements have been prepared in accordance with GAAP and are consistent with the Acquiror’s books and records, which are complete and correct. 
  
 4.9. Issuance of Acquiror of Common and Preferred Stock. The issuance and delivery by Acquiror of shares of Acquiror Common and Preferred Stock in connection with the Acquisition and this Agreement have been duly and validly authorized by all necessary action on the part of Acquiror. The shares of Acquiror Stock to be issued in connection with the Acquisition and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and not subject to any lien, claim, charge or encumbrance, except for standard securities law restrictions. 
  
 4.10. Brokers or Finders. Acquiror represents, as to itself, its Subsidiaries and its affiliates, that no agent, broker, investment banker, financial advisor or other firm or person are or will be entitled to any brokers’ or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.
  
 4.11. Consents. Acquiror’s execution and delivery of this Agreement does not, and Acquiror’s performance of this Agreement and the consummation of the transaction contemplated hereby will not require any filing to or receipt of any material consent from any person except for: (a) as set forth in Schedule 4.11; (b) applicable requirements of the 1933 Act, as amended; (c) state securities or “Blue Sky” laws; and (d) the filing of Articles of Share Exchange as required by Florida Law.
  
 4.12 Litigation. Except as set forth on Schedule 4.12, there are neither pending nor, to the Acquiror’s knowledge, threatened any legal or governmental action, suit, investigation, proceeding or claim, to which the Acquiror is or may be named as a party by or before any court, governmental or regulatory authority or by any third party that are reasonably likely to have an “Acquiror Material Adverse Effect”. The Acquiror is not a party or subject to the provisions of any material injunction, judgment, decree, or order of any court, regulatory body, administrative agency or other governmental body. For purposes of this Agreement, “Acquiror’s knowledge” or “known to Acquiror” means knowledge of any of the officers, directors or senior management of the Acquiror.
  
  	 
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 4.13. Absence of Undisclosed Liabilities. All Liabilities as defined under GAAP which exceed $10,000.00 are disclosed on its SEC filings, except: (i) those not required under generally accepted accounting principles to be disclosed on the SEC filings, ( and (ii) those which arose in the ordinary course of business subsequent to the Acquiror’s latest financial Statements. All Liabilities that are being satisfied prior to Closing of this Agreement are set out in Schedule 4.13.
  
 4.14. Absence of Certain Changes. Except as disclosed on Schedule 4.14, since its last posted Financial Statements, Acquiror has not: (a) suffered any change constituting an Acquiror Material Adverse Effect; (b) amended its Articles or by-laws; (c) split, combined or reclassified Acquiror Preferred Stock; (d) declared or set aside or paid any dividend or other distribution with respect to Acquiror Preferred Stock; (e) materially changed Acquiror’s accounting principles, practices or methods; or (f) conducted any transaction or activity other than in the ordinary course of business.
  
 4.15. Taxes. Except as set forth on Schedule 4.15: 
  
 (a) The Acquiror has timely filed all Tax Returns (as hereinafter defined) that it was required to file. All such Tax Returns were correct and complete in all respects. All Taxes (as hereinafter defined) owed by the Acquiror (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid except for taxes not yet due and payable. The Acquiror has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. There are no liens on any of the assets of the Acquiror that arose in connection with any failure (or alleged failure) to pay any Tax, except for liens for Taxes not yet due. All Tax liabilities that are known but not paid or due are set out in Schedule 4.15.
  
 (b) The Acquiror is not a party to any Tax allocation or sharing agreement. The Acquiror (i) has not been a member of an Affiliated Group (as hereinafter defined) filing a consolidated Federal income Tax Return and (ii) has no liability for the Taxes of any Person (as hereinafter defined) under Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.
  
 (c) The Acquiror shall not be required to include in a taxable period ending after the Closing Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code (as hereinafter defined) or any comparable provision of state, local or foreign tax law. No issue relating to Taxes has been raised in writing by a taxing authority during any pending audit or examination, and no issue relating to Taxes was raised in writing by a taxing authority in any completed audit or examination, that reasonably can be expected to recur in a later taxable period.
  
  	 
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 (d) Except for limitations imposed by Sections 382 through 384 of the Code and analogous provisions of state tax law, the Acquisition will not result in any Tax liability to the Acquiror or result in a reduction of the amount of any net operating loss, net operating loss carryover, net capital loss, net capital loss carryover, Tax credit, Tax credit carryover, excess charitable contribution or basis of property that otherwise would be available to the Acquiror by reason or as a result of deferred intercompany transactions, excess loss accounts, or otherwise.
  
 (e) The Acquiror has not filed a consent under Section 341(f) of the Code concerning collapsible corporations. The Acquiror has not made any payments, are not obligated to make any payments and are not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. The Acquiror has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. 
  
 (f) The Acquiror is not an S corporation (within the meaning of Section 1361(a)(1) of the Code). All material elections with respect to Taxes affecting the Acquiror is disclosed or attached to a Tax Return of the Acquiror.
  
 (g) As used in this Agreement, “Affiliated Group” means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law; “Code” means the Internal Revenue Code of 1986, as amended; “Acquiror” means the Acquiror and/or any corporation that at any time has been a subsidiary of the Acquiror. “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof); “Tax” means any Federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other Tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not, and “Taxes” means any or all of the foregoing collectively; and “Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.
  
 4.16. Contracts; Insurance. Except as set forth in Schedule 4.16, the Acquiror has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:
  
 (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Acquiror, and agreements among stockholders and the Acquiror;
  
  	 
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 (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Acquiror’s property or any agreement or instrument evidencing any guaranty by the Acquiror of payment or performance by any other person;
  
 (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
  
 (d) Agreements with any labor union or collective bargaining organization or other labor agreements;
  
 (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
  
 (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Acquiror is a party;
  
 (g) Agreements limiting the freedom of the Acquiror to compete in any line of business or in any geographic area or with any person;
  
 (h) Agreements providing for disposition of the business, assets or shares of the Acquiror, agreements of Acquisition or consolidation to which the Acquiror is a party or letters of intent with respect to the foregoing;
  
 (i) Letters of intent or agreements with respect to the Acquisition of the business, assets or shares of any other business;
  
 (j) Insurance policies; and
  
 (k) Leases for real or personal property.
  
 Each of the material contracts, agreements and understandings set forth in Schedule 4.16 are in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Companies. Except as set forth on Schedule 4.16, to the knowledge of the Acquiror, there are no existing defaults by the Acquiror thereunder, which default would result in an Acquiror Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.
  
 4.17. Title to Properties; Liens and Encumbrances . The Acquiror has good and valid title in all property and assets recorded on the Acquiror Financial Statements, free from all mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges, except: (a) as would not have an Acquiror Material Adverse Effect; (b) as shown on the Acquiror Financial Statements or footnotes thereto; or (c) tax, materialmen’s or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings. The Acquiror owns or has adequate rights to use all such properties or assets as are necessary to its operations as now conducted.
  
  	 
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 4.18. Intellectual Property. Except for such claims, which individually or in the aggregate, would not have an Acquiror Material Adverse Effect, there are no pending or threatened claims of which the Acquiror has been given written notice by any person against their use of any material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names and copyright registrations, patents and all applications therefor which are owned by the Acquiror and used in its operations as currently conducted (the “Acquiror Intellectual Property”). To the Acquiror’s knowledge, the Acquiror has such ownership of or such rights by license, lease or other agreement to the Acquiror Intellectual Property as are necessary to permit it to conduct its operations as currently conducted, except where the failure to have such rights would not have an Acquiror Material Adverse Effect.
  
 4.19. Compliance. The Acquiror is not in violation of any term of its Articles or by-laws, as amended. Except as set forth on Schedule 4.19, to the Acquiror’s knowledge, the Acquiror is not in violation of or default under any provision of: (a) any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it are a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or (b) any judgment, decree, order, statute, rule or regulation to which the Acquiror is subject to, but excluding from the foregoing clauses (a) and (b), defaults or violations which would not have an Acquiror Material Adverse Effect or which become applicable as a result of the business or activities in which Companies are or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Companies.
  
 4.20. Compliance with Environmental Laws. To the Acquiror’s knowledge, the Acquiror is in material compliance with all applicable statutes, laws and regulations relating to the protection of the environment or occupational health and safety except for non-compliance which would not, individually or in the aggregate, have an Acquiror Material Adverse Effect. The Acquiror has not received any written notice of, or to the knowledge of the Acquiror, is the subject of, any actions, claims, investigations, demands or notices alleging liability under or non-compliance with any laws relating to the protection of the environment or occupational health and safety which would, individually or in the aggregate, have an Acquiror Material Adverse Effect.
  
 4.21. Accounts and Notes Receivable. Schedule 4.21 sets forth a true and correct copy of all accounts and notes receivable of the Acquiror as of the date of this Agreement. Except as set forth on Schedule 4.21, all of the accounts and notes receivable were or will have been created in the ordinary course of the Acquiror’s business, from the sale of services or goods, and the Acquiror knows of no valid defense or right of set-off to the rights of the Acquiror to collect such accounts receivable in the full amounts shown. 
  
  	 
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 4.22. Permits and Licenses. Schedule 4.22 sets forth all permits, licenses, orders, franchises and approvals from all federal, state, local and foreign governmental regulatory bodies held by the Acquiror. The Acquiror has all permits, licenses, orders, franchises and approvals of all federal, state, local and foreign governmental or regulatory bodies, whose failure to be held would have an Acquiror Material Adverse Effect and such permits, licenses, orders, franchises and approvals are in full force and effect, and no suspension or cancellation of any of such other permits, licenses, etc. are pending or to the knowledge of the Acquiror threatened; and the Acquiror is in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which have issued such permits, licenses, orders, franchises and approvals. 
  
 4.23. Banking Arrangements. Schedule 4.23 sets forth the name of each bank in or with which the Acquiror has an account, credit line or safety deposit box, and a brief description of each such account, credit line or safety deposit box, including the names of all persons currently authorized to draw thereon or having access thereto; and the names of all persons, if any, now holding powers of attorney from the Acquiror and a summary statement of the terms thereof.
  
 4.24. Interest in Assets. Neither the stockholders of Acquiror nor any Affiliate(s) of the stockholders nor anyone else other than Acquiror owns any property or rights, tangible or intangible, used in or related, directly or indirectly, to the business of the Acquiror.
  
 4.25. Employee Benefit Plans. Other than as set forth on Schedule 4.25: (a) there are no “employee pension benefit plans” (within the meaning of Section 3(2)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Acquiror Pension Plans”) maintained by the Acquiror; and (b) the Acquiror does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Acquiror to the Acquiror Pension Plans, and the Acquiror knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Acquiror threatened, and the Acquiror has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Acquiror Pension Plans, or against the Acquiror which might subject the Acquiror to any material liability.
  
 4.26. Labor Discussions. The Acquiror is not, and nor has it ever been, a party to any agreement, collective bargaining or otherwise, with any party regarding the rates of pay or working conditions of any of the Acquiror’s employees, nor obligated under any agreement to recognize or bargain with any labor organization or union, nor involved in any labor discussions with any unit or group seeking to become the bargaining unit for any of its employees. 
  
 4.27. Untrue or Omitted Facts. No representation, warranty or statement by the Acquiror in this Agreement contains any untrue statement of a material fact or omits or will omit to state a fact necessary in order to make such representations, warranties or statements not materially misleading.
  
  	 
	23
	  

	 


  
 ARTICLE V
  
 ADDITIONAL AGREEMENTS OF THE PARTIES
  
 The parties hereby further agree that, from and after the Closing:
  
 5.1. Confidentiality. Notwithstanding anything to the contrary contained in this Agreement, and subject only to any disclosure requirements which may be imposed upon Acquiror under applicable state or federal securities or antitrust laws, it are expressly understood and agreed by Acquiror and the Companies that: (a) this Agreement, the Schedules and Exhibits hereto, and the conversations, negotiations and transactions relating hereto and/or contemplated hereby; and (b) all financial information, business records and other non-public information concerning Acquiror or the Companies which any of the parties or their respective representatives has received or may hereafter receive, shall be maintained in the strictest confidence by the parties and their respective representatives, and shall not be disclosed to any person that are not associated or affiliated with any of the parties and involved in the transactions contemplated hereby, without the prior written approval of Acquiror or the Companies, as applicable. The parties hereto shall use their best efforts to avoid disclosure of any of the foregoing or undue disruption of any of the business operations or personnel of Acquiror or the Companies. Except for information generally available to the public, in the event that the transactions contemplated hereby shall not be consummated for any reason, each of the parties covenants and agrees that neither it nor its representatives shall retain any documents, lists or other writings which they may have received or obtained in connection herewith or any documents incorporating any of the information contained in any of the same (all of which, and all copies thereof in the possession or control of themselves or their representatives, shall be returned to the original source of the material at issue or destroyed, if certified as to such destruction by an officer of such party). The parties hereto shall be responsible for any damages sustained by reason of their respective breaches of this Section 5.1, and this Section 5.1 may be enforced by injunctive relief.
  
 5.2. Publicity. The initial press releases with respect to the execution of this Agreement shall be acceptable to Acquiror and the Companies. Thereafter, so long as this Agreement are in effect, neither the Companies, nor any of its Affiliates shall issue or cause the publication of any press release with respect to the Acquisition, this Agreement or the other transactions contemplated hereby or otherwise without the prior agreement of Acquiror and Companies, it being understood that publicity is a duty assumed by the Acquiror.
  
  	 
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 5.3. Accounting Cooperation. The Companies and Acquiror shall cause any accountants retained by the Companies or Acquiror to cooperate in connection with ongoing audit work relating to periods prior to the Closing Date, as required by applicable federal and state securities laws, and other reasonable requirements. Such cooperation shall include, without limitation, providing such assurances, comfort letters and access to work papers as may reasonably be requested by Acquiror or Companies and its accountants. 
  
 5.4. Further Assurances. From time to time from and after the Closing, the parties shall execute and deliver, or cause to be executed and delivered, any and all such further agreements, certificates and other instruments, and shall take or cause to be taken any and all such further action, as any of the parties may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Agreement.
  
 5.5. Intentionally Omitted.
  
 5.6. Tax Matters. Acquiror and the Companies shall use commercially reasonable efforts prior to the Effective Time to cause the Acquisition to qualify as a tax-free reorganization under Section 368(a)(1) of the Code. The parties hereto shall report the Acquisition as a reorganization within the meaning of Section 368(a) of the Code, and neither Acquiror, nor the Companies shall take any action or fail to take any action prior to or following the Closing that would reasonably be expected to cause the Acquisition to fail to qualify as a reorganization.
  
 5.7. Investment. Each stockholder of the Companies will sign a representation letter in form and content acceptable to Acquiror representing among other facts that each: (a) understands that the Acquiror Stock issued in connection with the Acquisition has not been, and will not be, registered under the 1933 Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, which exemptions are dependent in part on the accuracy of such representations; (b) are acquiring the Acquiror Stock solely for his or her own account for investment purposes, and not with a view to the sale or distribution thereof; (c) are a sophisticated investor with knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of an investment in the Acquiror Stock or has had an advisor with sufficient education and experience to advise him or her as to such risks and merits; (d) has access to certain information concerning Acquiror, including the Acquiror Financial Statements and other filings made by Acquiror with the SEC, and has had the opportunity to ask questions and receive answers concerning the transaction and the business of Acquiror and to obtain additional information as desired in order to evaluate the merits and risks inherent in holding any Acquiror Stock; (e) are able to bear the economic risk and lack of liquidity inherent in holding any Acquiror Stock; and (f) understands that the Acquiror Stock cannot be transferred other than in a transaction registered or exempt from registration under the 1933 Act and will bear the restrictive legend described in Section 2.4 hereof, and that Acquiror has no obligation to register the Acquiror Stock.
  
 5.8. Intentionally Omitted.
  
  	 
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 ARTICLE VI
  
 CONDITIONS
  
 6.1. Conditions to Obligations of Acquiror. The obligations of Acquiror to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all the following conditions, any one or more of which may be waived in writing by Acquiror:
  
 (a) Accuracy of Representations and Warranties . All representations and warranties made by the Companies shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), would not have a Company Material Adverse Effect.
  
 (b) Performance. The Companies shall have performed, satisfied and complied with in all material aspects all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Companies on or before the Closing Date. All of the stockholders of Companies shall have surrendered all of their certificates evidencing their shares of stock in Companies (or an affidavit and bond in form and content satisfactory to Acquiror if a certificate has been lost or destroyed) at or before Closing.
  
 (c) Certification. Acquiror shall have received a certificate, dated the Closing Date, signed by an officer of the Companies certifying that the conditions specified in Sections 6.1(a) and (b) above have been fulfilled.
  
 (d) Resolutions and Written Consents. Acquiror shall have received certified resolutions of the Boards of Directors of the Companies authorizing the Companies’ execution, delivery and performance of this Agreement, and all actions to be taken by the Companies hereunder. Acquiror shall have also received written consents from all stockholders of the Companies authorizing the Companies’ execution, delivery and performance of this Agreement, and all actions to be taken by the Companies hereunder or minutes of a meeting of stockholders in lieu of a consent of stockholders.
  
 (e) Good Standing Certificates. The Companies shall have delivered to Acquiror a certificate issued by the Secretary of State of Florida and the Secretary of State of California, evidencing the good standing of the Company in Florida as of a date not more than ten (10) calendar days prior to the Closing Date.
  
  	 
	26
	  

	 


  
 (f) Articles of Share Exchange. Articles of Share Exchange with respect to the Acquisition shall have been executed, delivered and filed with the Secretary of State of the State of Florida by each of the Constituent Corporations on the Closing Date.
  
 (g) Due Diligence. The Acquiror shall in its sole discretion have satisfactorily completed its due diligence of Company. 
  
 (h) Stockholder and Investor Agreements. All stockholder agreements and investor agreements relating to the Companies shall have been terminated as of the Effective Time.
  
 6.2. Conditions to the Obligations of the Companies. The obligations of the Companies to consummate the Acquisition and the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by the Companies:
  
 (a) Accuracy of Representations and Warranties . All representations and warranties made by Acquiror shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of that date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period), except where the failure of such representations and warranties to be so true and accurate (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein), would not have a Material Adverse Effect.
  
 (b) Performance. Acquiror shall have performed, satisfied and complied in all material aspects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Acquiror on or before the Closing Date.
  
 (c) Certification. The Company shall have received a certificate, dated the Closing Date, signed by an officer of Acquiror certifying that the conditions specified in Sections 6.2(a) and (b) above have been fulfilled.
  
 (d) Resolutions. The Company shall have received certified resolutions of the Boards of Directors of Acquiror authorizing the Acquisition and Acquiror’s execution, delivery and performance of this Agreement, and all actions to be taken by Acquiror hereunder and the appointment of successor directors and officers.
  
 (e) Employment Agreements- The Acquiror shall have entered into employment agreements with the key personnel of the Companies. 
  
 (g) Release. Companies shall have received a written release from Robert DeAngelis of any past claims he may have against Acquiror. 
  
  	 
	27
	  

	 


  
 (h) The Companies and its Shareholders shall have received a favorable opinion of counsel satisfactory to them that the transactions contemplated by this Agreement are tax-free to the Companies and its Stockholders ( the Tax Opinion”).
  
 (f) Articles of Share Exchange. Articles of Share Exchange with respect to the Acquisition shall have been executed, delivered and filed with the Secretary of State of the State of Florida by each of the Constituent Corporations on the Closing Date.
  
 (g) Due Diligence . The Companies shall in their sole discretion have satisfactorily completed its due diligence on Acquiror.
  
 ARTICLE VII
  
 CLOSING
  
 7.1. Place and Date of Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Andrew Coldicutt, P.A. or such other location as are agreed to between the parties, at a time mutually agreeable to the parties, or on such date as may be reasonably required to accommodate a satisfaction of the conditions precedent to Closing hereunder (the date of the Closing being referred to in this Agreement as the “Closing Date”) but in no event later than April 13, 2020 without consent of the parties.
  
 7.2. Items to be Delivered by the Company. At the Closing, the Company will deliver or cause to be delivered to Acquiror:
  
 (a) The certificate required by Section 6.1(c);
  
 (b) The resolutions required by Section 6.1(d);
  
 (c) The Good Standing Certificates for the Companies; and
  
 (d) The Companies’ Common Stock.
  
  	 
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 7.3. Items to be Delivered by Acquiror. At the Closing, Acquiror will deliver or cause to be delivered to the Company.
  
 (a) The certificate required by Section 6.2(c);
  
 (b) The resolutions required by Section 6.2(d) 
  
 (c) The Employment Agreements;
  
 (d) The Voting Agreement;
  
 (e) The Tax Opinion;
  
 (f) The Release; and 
  
 (G) The Acquiror Preferred Shares and the Acquiror Common Shares
  
 ARTICLE VIII
  
 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 
  
 8.1. Indemnification by Company. Companies agrees to save, defend and indemnify Acquiror against and hold each of them harmless from any and all damages, claims, costs and expenses arising from the breach of any of Companies’ representations, warranties, covenants or agreements contained herein or the documents executed by Company in connection herewith, which arise during the Indemnification Period.
  
 8.2. Survival. Except as otherwise provided in Section 11.2 of this Agreement, the parties hereto agree that their respective representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing for a period of two (2) years from the Closing Date, (the “Indemnification Period”). To the extent that an indemnified party asserts in writing a claim for damages against an Indemnifying Party (as hereinafter defined) prior to the expiration of the Indemnification Period, which claim reasonably identifies the basis for the claims and the amounts of any reasonably ascertainable damages, the Indemnification Period shall be extended for such claim until such claim are resolved, subject to the limitations hereinafter provided.
  
 8.3. Indemnification by Acquiror. Acquiror and Robert DeAngelis agrees to save, defend and indemnify current holders of Company Common Stock who will receive shares of Acquiror Preferred Stock as a result of the consummation and closing of the Acquisition, against and hold each of them harmless from any and all damages arising from the breach of any of Acquiror’s representations, warranties, covenants or agreements contained herein or the documents executed by Acquiror in connection herewith, which arise during the Indemnification Period.
  
  	 
	29
	  

	 


  
 8.4. Defense of Claims. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a manner which are reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.
  
 ARTICLE IX
  
 TERMINATION OF AGREEMENT
  
 9.1. Termination. Notwithstanding anything to the contrary contained herein this Agreement may be terminated and the Acquisition contemplated herein may be abandoned at any time prior to the Effective Time, whether before or after stockholder approval thereof by either Acquiror or the Companies.
  
 9.2. Effect of Termination. In the event of the termination of this Agreement as provided in Section 9.1, written notice thereof shall forthwith be given to the other party or parties specifying such termination are being made, and this Agreement shall forthwith become null and void, and there shall be no liability on the part of Acquiror, or the Companies or their respective directors, officers, employees, stockholders, representatives, agents or advisors.
  
 ARTICLE X
  
 PARTIES
  
 10.1. Parties in Interest. Nothing in this Agreement, whether expressed or implied, are intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns, nor are anything in this Agreement intended to relieve or discharge the obligations or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.
  
  	 
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 10.2. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the date of service if served personally or by telecopier on the party to whom notice are to be given, or on the day after the date sent by recognized overnight courier service with all charges prepaid; or (b) three (3) days after being deposited in the United States mail if sent by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
  
  	  
	 (a) 
	If to Acquiror:


  
 REAC Group, Inc.
 8878 Covenant Avenue, Suite 209
 Pittsburgh, PA 15237
  
 with a copy to:
  
 Andrew Coldicutt, Esq. 
 1220 Rosecrans St., PMB 258
 San Diego, CA 92106
 Andrew@ColdicuttLaw.com
  
  	  
	 (b) 
	If to the Company:


  
 Florida Beauty Express, Inc., Florida Beauty Flora, Inc., Floral Logistics of Miami, Inc., Floral Logistics of California Inc. and Tempest Transportation Inc.
 3400 NW 74th Avenue Unit 1
 Miami, FL 33122
  
 with a copy to:
  
 Florida Beauty Flora, Inc.
 3400 NW 74th Avenue Unit 1
 Miami, FL 33122
  
 And Copy to: 
  
 Ainsworth + Clancy, PLLC 
 801 Brickell Ave., 9th FL 
 Miami, FL 33131
 ryan@business-esq.com 
  
 or to such other address as either party shall have specified by notice in writing given to the other party.
  
  	 
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 10.3. Affiliates. Wherever used in this Agreement, the term “Affiliate” means, in respect to any person or entity, any other person or entity that directly, or indirectly through one or more intermediaries, controls, are controlled by, or are under common control with the first person or entity.
  
 ARTICLE XI
  
 MISCELLANEOUS
  
 11.1. Non-Assignability; Binding Effect. Neither this Agreement, nor any of the rights or obligations of the parties hereunder, shall be assignable by any party hereto without the prior written consent of all other parties hereto. Otherwise, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
  
 11.2. Non-survival of Representations and Warranties. The parties hereto agree that their respective representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing for a period of two (2) years from the Closing Date. This Section 11.2 shall not limit any covenant or agreement contained in this Agreement which by its terms contemplates performance after the Effective Time. 
  
 11.3. Exhibits and Schedules. All exhibits and schedules attached hereto (the “Exhibits”) shall be construed with and deemed an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any matter disclosed pursuant to the Exhibits or during due diligence shall be deemed to be disclosed for all purposes under this Agreement, and all references to this Agreement herein or in any such Exhibits shall be deemed to refer to and include all such Exhibits.
  
 11.4. Waiver . No waiver by either party of any default or nonperformance hereunder shall be deemed a waiver of any subsequent default or nonperformance. No waiver shall be effective unless in writing and signed by the party or parties to which the performance of duty is owed. No delay in the serving of any right or remedy shall constitute a waiver of any right or remedy.
  
 11.5. Independent Covenants. The parties agree that each of the covenants and provisions contained in this Agreement shall be deemed severable and construed as independent of any other covenant or provision. 
  
 11.6. Severability. If all or any portion of a covenant or provision in this Agreement are held invalid, unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealable final decision, the remaining covenants and provisions shall remain valid and enforceable. 
  
  	 
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 11.7. Entire Agreement. This Agreement contains and represents the entire and complete understanding and agreement concerning and in reference to the arrangement between the parties hereto. The parties hereto agree that no prior statements, representations, promises, agreements, instructions, or understandings, written or oral, pertaining to this Agreement, other than those specifically set forth and stated herein, shall be of any force or effect. 
  
 11.8. Modifications and Amendments. This Agreement may not be, and shall not be construed to have been modified, amended, rescinded, canceled, or waived, in whole or in part, except if done so in writing and executed by the parties hereto. 
  
 11.9. Time of Essence. The parties to this Agreement acknowledge and agree that time are of the essence with respect to the consummation of the transactions contemplated by this Agreement.
  
 11.10. Governing Law. The validity, interpretation and enforcement of this Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of Florida without giving effect to its conflicts of law provisions, and to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  
 11.11. Exclusive Jurisdiction; Venue . EACH PARTY HERETO AGREES TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA, FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS CONSTITUTE AN INCONVENIENT FORUM. 
  
 11.12. Waiver of Jury Trial. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY OF ANY ISSUES SO TRIABLE.
  
 11.13. Construction. Each party to this Agreement has had the opportunity to consult with counsel of its choice and make comments concerning this Agreement. No legal or other presumption against the party drafting this Agreement concerning its construction, interpretation or otherwise shall accrue to the benefit of any party to this Agreement and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement.
  
 11.14. Section Headings. The titles to the numbered sections in this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of said covenants or provisions set forth herein.
  
 11.15. Counterparts. This Agreement may be executed by each party upon a separate counterpart, and in such case one copy of this Agreement shall consist of enough of such copies to reflect the signature of all of the parties to this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms of this Agreement to produce or account for more than one of such counterparts. 
  
 11.16. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any person. The term “including” as used herein shall be by way of example and shall not be deemed to constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.
  
 [SIGNATURE PAGE FOLLOWS]
  
  	 
	33
	  

	 


       
 IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Acquisition THROUGH A SHARE EXCHANGE AGREEMENT as of the date first set forth above.
  
 Acquiror:
  
 REAC GROUP, INC.
 a Florida corporation
  
 By: /s/ Robert DeAngelis
 Name: Robert DeAngelis
 Title: CEO and Individually as to Article IV
  
 Company:
  
 Florida Beauty Express, Floral Logistics of Miami and Tempest Transportation
  
 By: /s/ Ralph Milman
 Name: Ralph Milman 
 Title: President
  
 Florida Beauty Flora, Inc. and Floral Logistics of California, Inc.
  
 By: /s/ Ronen Koubi
 Name: Ronen Koubi
 Title: President, CEO
  
  	 
	34
	  

	 


  
 List of Exhibits and Schedules
   
  	 Exhibit
	  
	 Description

		  
	
	 Exhibit A
	  
	 Company Financial Statements



   
  	 Schedule
	  
	 Description

			
	 Schedule 2.1
	  
	 Share Issuance Schedule

	 Schedule 3.4
	  
	 Capitalization of Companies

	 Schedule 3.6
	  
	 No Undisclosed Breach of Statute or Contract

	 Schedule 3.8
	  
	 Absence of Undisclosed Liabilities

	 Schedule 3.9
	  
	 Material Changes After September 30, 2019

	 Schedule 3.10
	  
	 Tax Disclosures

	 Schedule 3.11
	  
	 Contracts and Insurance

	 Schedule 3.12
	  
	 Litigation Not Disclosed in Due Diligence

	 Schedule 3.14
	  
	 Defaults Not Disclosed in Due Diligence

	 Schedule 3.16
	  
	 Disclosure of Brokers and Finders Fees

	 Schedule 3.17
	  
	 Permits and Licenses

	 Schedule 3.18
	  
	 Bank Accounts / Deposit Boxes

	 Schedule 3.20
	  
	 ERISA / Retirement Plans

	 Schedule 4.3
	  
	 Subsidiaries of Acquiror

	 Schedule 4.4
	  
	 Capitalization of Acquiror

	 Schedule 4.6
	  
	 No Undisclosed Breach of Statute or Contract

	 Schedule 4.11
	  
	 Consents

	 Schedule 4.12
	  
	 Litigation

	 Schedule 4.13
	  
	 Undisclosed Liabilities

	 Schedule 4.14
	  
	 Material Changes Since Last Financial Statement

	 Schedule 4.15
	  
	 Tax Disclosures

	 Schedule 4.16
	  
	 Contracts and Insurance

	 Schedule 4.19
	  
	 Notices of Default

	 Schedule 4.21
	  
	 Bank Arrangements & Notes Receivable

	 Schedule 4.22
	  
	 Permits & Licenses

	 Schedule 4.23
	  
	 Bank Accounts

	 Schedule 4.25
	  
	 ERISA / Retirement Plans



  
  	 
	35
	  

	 


  
 Exhibit A
 Company Financial Statements
  
  
  	 
	36
	  

	 


   
 Schedule 2.1
 Issuance Schedule
  
 Common Stock
  
 	 Shares to Issue
	 Shareholder

	 1,876,875
	 Efrat Afek 

	 1,876,875
	 Ralph Milman

	 3,753,751
	 Ronen & Beatrice Koubi as Tenants by the Entirety

	 3,003,000
	 The Q Trust

	 2,552,551
	 Ronald Minsky

	 1,951,950
	 The Apollo Family Trust


  
 Series A Preferred Stock
  
 	 Shares to Issue
	 Shareholder

	 62,500
	 Ralph Milman      

	 62,500
	 Efrat Afek           

	 125,000
	 Ronen & Beatrice Koubi as Tenants by the Entirety

	 105,000
	 The Q Trust

	 80,000
	 Ronald Minsky

	 65,000
	 The Apollo Family Trust


  
  	 
	37
	  

	 


   
 Schedule 3.4
 Capitalization of the Companies
  
 	 Entity
	 Shares
 Authorized
	 Shares
 issued
	 Shares
 Outstanding

	 FBF
	 100
	 100
	 100

	 FBE
	 1,000,000
	 1,000,000
	 1,000,000

	 TEM
	 1000
	 1000
	 1000

	 FLC
	 1500
	 1500
	 1500

	 FLM
	 1000
	 1000
	 1000


  
  	 
	38
	  

	 


   
 Schedule 3.6
 No Breach of Statute or Contract
  
 All Disclosed During Due Diligence 
  
 Schedule 3.8
 Absence of Undisclosed Liabilities
  
 All Disclosed During Due Diligence 
  
 Schedule 3.9
 Absence of Certain Changes
  
 All Disclosed During Due Diligence 
  
 Schedule 3.10
 Tax Disclosures
  
 All Disclosed During Due Diligence
  
 Schedule 3.11
 Contracts and Insurance
  
 All Disclosed During Due Diligence 
  
 Schedule 3.12
 Litigation Not Disclosed in Due Diligence
  
 All Disclosed During Due Diligence 
  
 Schedule 3.14
 Defaults Not Disclosed in Due Diligence
  
 All Disclosed During Due Diligence 
  
 Schedule 3.16
 Disclosure of Brokers and Finders Fees
  
 All Disclosed During Due Diligence 
  
  	 
	39
	  

	 


  
  	 Schedule 3.17
	  
	 Permits and Licenses

	 Schedule 3.18
	  
	 Bank Accounts / Deposit Boxes

	 Schedule 3.20
	  
	 ERISA / Retirement Plans

	 Schedule 4.3
	  
	 Subsidiaries of Acquiror

	 Schedule 4.4
	  
	 Capitalization of Acquiror

	 Schedule 4.6
	  
	 No Undisclosed Breach of Statute or Contract

	 Schedule 4.11
	  
	 Consents

	 Schedule 4.12
	  
	 Litigation

	 Schedule 4.13
	  
	 Undisclosed Liabilities

	 Schedule 4.14
	  
	 Material Changes Since Last Financial Statement

	 Schedule 4.15
	  
	 Tax Disclosures

	 Schedule 4.16
	  
	 Contracts and Insurance

	 Schedule 4.19
	  
	 Notices of Default

	 Schedule 4.21
	  
	 Bank Arrangements & Notes Receivable

	 Schedule 4.22
	  
	 Permits & Licenses

	 Schedule 4.23
	  
	 Bank Accounts

	 Schedule 4.25
	  
	 ERISA / Retirement Plans



  
 All Disclosed During Due Diligence 
  
  
  	 40