Section 1.01 Entering into a Material Definitive Agreement
On April 26, 2022, Reliance Global Group, Inc. (the “Company”) has entered into an agreement (the “APA”) with Barra &Associates, LLC (“Seller”) pursuant to which the Company has purchased all of the assets of Barra & Associates, LLC for a purchase price of an amount of $7,500,000 to be paid in Barra in cash, with
$6,000,000 paid at closing, $1,125,000 payable within six months of closing, and a final price supplement of $375,000 payable over two years from closing based on the achievement of the milestones indicated. The APA contains representations, warranties and standard trade terms. The closing of the Acquisition (“Acquisition”) occurred concurrently with the execution of the APP. The source of cash payment is
$980,000 in the Company’s working capital and $6,520,000 in funds borrowed from Oak Street Lending (“Loan”), its present lender under a Fifth Amendment to the Credit Agreement and Promissory Note, of like date. The purchase price is subject to a post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties.
On April 26, 2022the Company closed the acquisition and also closed the loan.
The terms of the Loan are as follows:
? Principal amount is $6,520,000
? Interest rate is Prime + 2.50%.Except that during the initial period of the
loan, the rate is Prime + 2.75%.
? The term of the loan is ten years.
? The service fee is .50% per year.
On April 26, 2022the Company has also entered into an employment contract with
Mr Barra. The summary of terms is as follows. The duration of the agreement is three years. At Mr. Barra’s the annual base salary is $200,000, and is entitled to receive 5,000 common shares of the Company (restricted for resale under Section 4(a)(2) of the Securities Act of 1933, as amended), within 60 days of end of each calendar quarter during which he is employed by the Company. He is entitled to participate in and receive all the benefits generally granted to officers of the Company of equivalent rank. He is also entitled to three weeks of paid vacation per year and is subject to a two-year non-competition following the termination of his employment with the Company.
Item 2.03 Creation of a direct financial obligation
See Item 1.01 above.
Section 5.02 Appointment of Officer
On April 26, 2022, Grant Barra was named first vice-president of the company. Mr Barra brings over 18 years of experience in the insurance industry. In 2008, he founded Barra & Associates, which has rapidly grown to become a recognized provider of personal and commercial insurance products, including property and casualty, life, health and other insurance products. Along with the founding Barra & Associates, he held a management position for a single life insurance company, where he focused on recruiting, developing and motivating independent agents to sell life insurance products. Earlier in his career, he founded Grant Barra Agencyproviding all ranges of insurance policies under a captive agency contract. Mr Barra earned a Bachelor of Science in Business Administration from DeVry Universityin addition to having obtained a certificate in contract law with Harvard University (HarvardX). He is a Chartered Leadership Fellow and a member of the Life underwriting training advice to The American College of Financial Services.
At Mr. Barra’s employment contract is described in point 1.01.
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