Standard Contracts
COMMON STOCK PURCHASE WARRANT Reliance Global Group, Inc.Common Stock Purchase Warrant • March 14th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, EF Hutton, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 16, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reliance Global Group, Inc., a corporation incorporated under the law of the State of Florida (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2023, between Reliance Global Group, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between RELIANCE GLOBAL GROUP, INC. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters RELIANCE GLOBAL GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2021 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
The undersigned, Reliance Global Group, Inc., a corporation formed under the laws of the State of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PREFUNDED COMMON STOCK PURCHASE WARRANT Reliance Global Group, Inc.Security Agreement • March 14th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reliance Global Group, Inc., a corporation incorporated under the law of the State of Florida (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2023, between Reliance Global Group, Inc., a corporation incorporated under the law of the State of Florida (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2021 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and among Reliance Global Group, Inc., Inc., a Florida corporation with headquarters located at 300 Boulevard of the Americas, Suite 105, Lakewood NJ 08701 (the “Company”), and the investors identified on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December __, 2021, is by and among Reliance Global Group, Inc., a Florida corporation with offices located at 300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
RELIANCE GLOBAL GROUP, INC. Common Stock (par value $0.086 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 16th, 2024 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
Reliance Global Group, Inc., a Florida corporation (the “Company”), confirms its agreement (this “Agreement”) with EF Hutton LLC (the “Agent”) as follows:
SERIES G COMMON STOCK PURCHASE WARRANT Reliance Global Group, Inc.Security Agreement • December 13th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS SERIES G COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Shareholder Approval (as defined in this Warrant) has been obtained (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 12, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reliance Global Group, Inc., a corporation incorporated under the law of the State of Florida (the “Company”), up to 4,210,528 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). In addition, the Company shall hold an annual or special meeting of shareholders on or prio
RELIANCE GLOBAL GROUP, INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20Subordinated Indenture • October 27th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
SUBORDINATED INDENTURE, dated as of , 20 , between Reliance Global Group, Inc., a Florida corporation, as the Company, and , as Trustee.
Executive Employment Agreement Dated as of January 22, 2024Executive Employment Agreement • January 31st, 2024 • Reliance Global Group, Inc. • Insurance agents, brokers & service • Florida
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Reliance Global Group, Inc., a Florida corporation (the “Company”) and Ezra Beyman (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan S. Spetner Agudath Israel of America and Spetner Associates, Inc.Stock Exchange Agreement • September 9th, 2024 • Reliance Global Group, Inc. • Insurance agents, brokers & service • Florida
This Amended and Restated Stock Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Reliance Global Group, Inc., a Florida corporation (the “Company”); (ii) Spetner Associates, Inc., a Missouri corporation (“SAI”); (iii) Jonathan Spetner (“Mr. Spetner”); and (iv) Agudath Israel of America, a New York corporation (“Agudath”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”). Each of SAI and the Sellers may be referred to collectively herein as the “SAI Parties” and separately as a “SAI Party”. Each of the Company and each SAI Party may be referred to herein collectively as the “Parties” and separately as a “Party”.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 28th, 2021 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
The undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:
THIRD AMENDMENT TO THE PURCHASE AGREEMENT ENTERED INTO ON MAY 1, 2019Purchase Agreement • January 11th, 2024 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS THIRD AMENDMENT to the Purchase Agreement (as defined below) (the “Amendment”) is entered into as of January 11, 2024, with an effective date of January 2, 2024 (the “Effective Date”), by and between RELIANCE GLOBAL GROUP, INC., a Florida corporation (the “Company”), Fortman Insurance Services, LLC, an Ohio limited liability company (the “Subsidiary”), Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Seller”), Jonathan Fortman (“First Holder”), and Zachary Fortman (“Second Holder”, and collectively with the First Holder, the “Holders”) (the Company, Subsidiary, Seller, and Holders are collectively referred to herein as the “Parties”).
AMENDMENT #1 TO THE PURCHASE AGREEMENT ENTERED INTO ON APRIL 1, 2019Purchase Agreement • October 4th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS AMENDMENT #1 to the Purchase Agreement (as defined below) (the “Amendment”) is entered into as of September 29, 2023 (the “Effective Date”), by and between RELIANCE GLOBAL GROUP, INC., a Florida corporation (the “Company”), Southwestern Montana Insurance Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center, Inc., a Montana corporation (the “Seller”), and Julie A. Blockey (the “Holder”) (the Company, Subsidiary, Seller, and Holder are collectively referred to herein as the “Parties”).
Amendment No. 1 to Amended and Restated Stock Exchange Agreement Dated as of October 29, 2024Stock Exchange Agreement • November 4th, 2024 • Reliance Global Group, Inc. • Insurance agents, brokers & service
This Amendment No. 1 to Amended and Restated Stock Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”) by and between (i) Reliance Global Group, Inc., a Florida corporation (the “Company”); (ii) Spetner Associates, Inc., a Missouri corporation (“SAI”); (iii) Jonathan Spetner (“Mr. Spetner”); and (iv) Agudath Israel of America, a New York corporation (“Agudath”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”). Each of SAI and the Sellers may be referred to collectively herein as the “SAI Parties” and separately as a “SAI Party”. Each of the Company and each SAI Party may be referred to herein collectively as the “Parties” and separately as a “Party”.
SECOND AMENDMENT TO THE PURCHASE AGREEMENT ENTERED INTO ON MAY 1, 2019Purchase Agreement • May 24th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
THIS SECOND AMENDMENT to the Purchase Agreement (as defined below) (the “Amendment”) is entered into as of May 18, 2023 (the “Effective Date”), by and between RELIANCE GLOBAL GROUP, INC., a Florida corporation (the “Company”), Fortman Insurance Services, LLC, an Ohio limited liability company (the “Subsidiary”), Fortman Insurance Agency, LLC, an Ohio limited liability company (the “Seller”), Jonathan Fortman (“First Holder”), and Zachary Fortman (“Second Holder”, and collectively with the First Holder, the “Holders”) (the Company, Subsidiary, Seller, and Holders are collectively referred to herein as the “Parties”).
December 12, 2023Inducement Offer to Extend Existing Warrants • December 13th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • March 24th, 2022 • Reliance Global Group, Inc. • Insurance agents, brokers & service
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 23nd t day of March, 2022, by and among Reliance Global Group, Inc., Inc., a Florida corporation with headquarters located at 300 Boulevard of the Americas, Suite 105, Lakewood NJ 08701 (the “Company”), and the parties signatory hereto (the “Holder”), with reference to the following facts:
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • July 7th, 2023 • Reliance Global Group, Inc. • Insurance agents, brokers & service • Florida
This Confidential Settlement and Mutual General Release Agreement (this “Agreement”) is entered into effective as of June 30th, 2023 (the “Effective Date”) by and among (i) Reliance Global Group, Inc. (“RGG”), (ii) Medigap Healthcare Insurance Agency, LLC (“Agency,” and, together with RGG, the “Reliance Parties”), (iii) Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC (“Pagidem”), (iv) Joseph J. Bilotti, III (“Bilotti,” and, together with Pagidem, the “Bilotti Parties”), (v) Kyle Perrin (“Perrin”), (vi) Zachary Lewis (“Lewis”), (vii) T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc. (“T65”), and (viii) Seniors First Life, LLC (“SFL,” and, together with Lewis and T65, the “Lewis Parties”). The Bilotti Parties, Perrin, and the Lewis Parties are collectively referred to herein as the “Medigap Parties.” Each of the parties shall be referred to individually as “Party,” and collectively referred to as the “Parties.”
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • March 24th, 2022 • Reliance Global Group, Inc. • Insurance agents, brokers & service • New York
This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the 23nd day of March, 2022, by and among Reliance Global Group, Inc., Inc., a Florida corporation with headquarters located at 300 Boulevard of the Americas, Suite 105, Lakewood NJ 08701 (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:
