REAC REAC Group Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2017 (the “Closing Date”), REAC Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with an institutional accredited investor (“Investor”) pursuant to which Investor invested $200,000 (the “Financing”). On the Closing Date, the Company issued to Investor a Secured Convertible Promissory Note (the “Note”) in the principal amount of $230,000, in exchange for payment by Investor of $200,000. The principal sum of the Note reflects the amount invested, plus a $20,000 “Original Issue Discount” (“OID”) and a $10,000 reimbursement of Investor’s legal fees. There is no material relationship between the Company or its affiliates and the Investor and the Company paid no commissions or other placement agent fees.

In connection with the Financing, and in addition to the SPA and the Note, on the Closing Date, the Company and Investor entered into a Warrant, pursuant to which the Company granted the right to purchase at any time on or after Closing Date until the date which is the last calendar day of the month in which the third anniversary of the Closing Date occurs, a number of fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock equal to $57,500 divided by the Market Price (as of the Closing Date). The SPA, the Note and the Warrant are collectively referred to herein as the “Transaction Documents.”

The Note matures in 10 months and is convertible into shares of the Company’s common stock at a conversion price equal to $0.25 per share (or market price if less than the conversion price). The Company may prepay the Note at any time by payment to Investor of 125% of the principal, interest and other amounts then due under the Note.

Pursuant to the terms of the SPA and the Note, the Company is required to reserve and keep available out of its authorized and unissued shares of common stock a number of shares of common stock at least equal to three (3) times the number of shares issuable on conversion of the Note.

The foregoing summary description of the terms of the Transaction Documents may not contain all information that is of interest to the reader. For further information regarding the terms of the Transaction Documents, reference is made to such Transaction Documents, which are filed hereto as Exhibits 10.1, and are incorporated herein by this reference.