Form 8-K

8-K — Reliance Global Group, Inc.

Accession: 0001493152-26-041371

Filed: 2026-09-03

Period: 2026-09-02

CIK: 0001812727

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-4.1 (ex4-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001812727

2026-09-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 2, 2026

RELIANCE

GLOBAL GROUP, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Florida

001-40020

46-3390293

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

300

Blvd. of the Americas, Suite 105

Lakewood,

New Jersey

08701

(Address

of Principal Executive Offices)

(Zip

Code)

(732)

380-4600

(Registrant’s

Telephone Number, Including Area Code)

N/A

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.086 per share

EZRA

The

NASDAQ Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

September 2, 2026, the Board of Directors (the “Board”) of Reliance Global Group, Inc. (the “Company”) declared

a dividend of one preferred share purchase right (a “Right”), payable on September 18, 2026, for each share of common stock,

par value $0.086 per share, of the Company (the “Common Shares”) outstanding as of the close of business on September 18,

2026 (the “Record Date”). In connection with the distribution of the Rights, the Company entered into a Rights Agreement

(the “Rights Agreement”), dated as of September 3, 2026, between the Company and VStock Transfer, LLC, as rights agent. VStock

Transfer, LLC also serves as the transfer agent for the Common Shares. Each Right entitles the registered holder to purchase from the

Company one one-thousandth of a share of Series A Preferred Stock, par value $0.086 per share, of the Company (the “Preferred Shares”)

at a price of $14.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to

adjustment.

The

Rights are in all respects subject to and governed by the provisions of the Rights Agreement. The following description of the Rights

Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which

is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Distribution

Date; Exercisability; Expiration

Initially,

the Rights will be attached to all Common Share certificates and no separate certificates evidencing the Rights (“Right Certificates”)

will be issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares.

As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all such

Common Shares will have Rights attached.

The

Rights will separate and begin trading separately from the Common Shares, and separate Right Certificates will be issued to evidence

the Rights, on the earlier to occur of (i) the Close of Business (as such term is defined in the Rights Agreement) on the tenth day following

a public announcement, or the public disclosure of facts indicating, that a Person (as such term is defined in the Rights Agreement)

or group of affiliated or associated Persons has acquired Beneficial Ownership (as defined below) of 15% or more of the outstanding Common

Shares (an “Acquiring Person”) (or, in the event the Board determines, on or before such tenth day, to effect an exchange

in accordance with Section 24 of the Rights Agreement and the Board determines that a later date is advisable, then such later date)

or (ii) the Close of Business on the tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may

be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) following the commencement of a tender

offer or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the earlier of such dates,

the “Distribution Date”). As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry

or other uncertificated form, the Company will prepare and cause the Right Certificates to be sent to each record holder of Common Shares

as of the Distribution Date.

“Acquiring Person” will not include (i) the Company, (ii) any Subsidiary (as such term is defined in the Rights Agreement)

of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common Shares

for or pursuant to the terms of any such employee benefit plan or (v) any Person who or which, together with all Affiliates and Associates

(as such terms are defined in the Rights Agreement) of such Person, at the time of the first public announcement of the Rights Agreement,

is a Beneficial Owner of 15% or more of the Common Shares then outstanding (a “Grandfathered Stockholder”). However, if a

Grandfathered Stockholder becomes, after such time, the Beneficial Owner (other than pursuant to the vesting or exercise of any equity

awards issued to a director, officer or employee of the Company or any Subsidiary pursuant to any equity incentive plan of the Company,

or pursuant to additional grants of any such equity awards) of any additional Common Shares (regardless of whether, thereafter or as

a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned

(as such term is defined in the Rights Agreement) by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed

to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such person is not the Beneficial

Owner of 15% or more of the Common Shares then outstanding. In addition, upon the first decrease of a Grandfathered Stockholder’s

Beneficial Ownership below 15%, such Grandfathered Stockholder will no longer be deemed to be a Grandfathered Stockholder. In the event

that after the time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to

which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates

or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement, extension

or substitution of such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial

Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered

Stockholder and render such Grandfathered Stockholder an Acquiring Person for purposes of the Rights Agreement unless, upon such acquisition

of Beneficial Ownership of additional Common Shares, such person is not the Beneficial Owner of 15% or more of the Common Shares then

outstanding.

“Acquiring

Person” shall not include any Person which, together with all Affiliates and Associates of such Person, is the Beneficial Owner

of Common Shares representing less than 20% of the Common Shares then outstanding, and which is entitled to file, and files, a statement

on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), with respect to the Common Shares Beneficially Owned by such Person (a “13G

Investor”); provided, that a Person shall not qualify as a 13G Investor if it has filed a statement on Schedule 13D (“Schedule

13D”) in the past five years with respect to Common Shares Beneficially Owned by such Person pursuant to Rule 13d-1(a), 13d-1(e),

13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act; provided, further, that a Person who was a 13G Investor

shall no longer be a 13G Investor if it either (i) files a statement on Schedule 13D or (ii) becomes no longer entitled to file a statement

on Schedule 13G (the earlier to occur of (i) and (ii), the “13D Event”), and such Person shall be an Acquiring Person if

it is the Beneficial Owner (together with all Affiliates and Associates) of 15% or more of the Common Shares then outstanding at any

point from and after the time of the 13D Event; provided however, such Person shall not be an Acquiring Person if (i) on the first Business

Day after the 13D Event such Person notifies the Company of its intent to reduce its Beneficial Ownership to below 15% as promptly as

practicable and (ii) such Person reduces its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below

15% of the Common Shares as promptly as practicable (but in any event not later than 10 days from such time); provided, further, that

such Person shall become an “Acquiring Person” if after reducing its Beneficial Ownership to below 15% it subsequently becomes

the Beneficial Owner of 15% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 15%, it increases

(or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above

the lowest Beneficial Ownership of such Person at any time during such 10-day period.

addition, a Person will not become an Acquiring Person (i) solely as a result of an acquisition or redemption of Common Shares by the

Company that, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares Beneficially Owned

by such Person, subject to certain exceptions set forth in the Rights Agreement, (ii) solely as a result of the acquisition of, or being

deemed the Beneficial Owner of, Common Shares acquired or held pursuant to, and in compliance with the terms of, the Company’s

existing committed equity financing agreement with White Lion Capital, LLC, provided that such Person does not have any intention of

changing or influencing control of the Company and, other than pursuant to such agreement, is not then the Beneficial Owner of 15% or

more of the Common Shares then outstanding, (iii) solely as a result of the acquisition of, or being deemed the Beneficial Owner of,

Common Shares (or securities exercisable for or convertible into Common Shares, including warrants) acquired or held by such Person in

its capacity as an underwriter, initial purchaser, placement agent, sales agent or similar agent for the Company in connection with a

bona fide public offering or at-the-market offering program of securities by the Company, or solely as a result of the ownership of unexercised

warrants issued by the Company to such Person as compensation for services rendered in connection with any such offering, in each case

provided that such Person does not have any intention of changing or influencing control of the Company, or (iv) if the Board, with the

concurrence of a majority of the members of the Board who are not, and are not representatives, nominees, Affiliates or Associates of,

such Person, determines in good faith that such Person became an Acquiring Person inadvertently and without any intention of changing,

obtaining or influencing control of the Company, and such Person divests as promptly as practicable a sufficient number of Common Shares

so that such Person would no longer be an Acquiring Person. The Rights Agreement contains a similar exception for certain bona fide swaps

dealers acting in the ordinary course of their business.

“Beneficial

Ownership” is defined in the Rights Agreement to include any securities (i) which a Person or any of such Person’s Affiliates

or Associates beneficially owns, directly or indirectly, within the meaning of Rules 13d-3 or 13d-5 promulgated under the Securities

Exchange Act of 1934, as amended, or has the right or ability to vote, or the right to acquire, pursuant to any agreement, arrangement

or understanding (except under limited circumstances), (ii) which are directly or indirectly Beneficially Owned by any other Person with

which a Person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of such securities,

or cooperating in changing, obtaining or influencing control of the Company, or (iii) which are the subject of, or reference securities

for, or that underlie, certain derivative positions of any Person or any of such Person’s Affiliates or Associates.

The

Rights are not exercisable until the Distribution Date. The Rights will expire on the Close of Business on September 3, 2027 (the “Final

Expiration Date”).

Exempt

Persons and Transactions

The

Board may, in its sole and absolute discretion, determine that a Person is exempt from the Rights Agreement (an “Exempt Person”),

so long as such determination is made prior to such time as such Person becomes an Acquiring Person. Any Person will cease to be an Exempt

Person if the Board makes a contrary determination with respect to such Person regardless of the reason therefor. In addition, the Board

may, in its sole and absolute discretion, exempt any transaction from triggering the Rights Agreement, so long as the determination in

respect of such exemption is made prior to such time as any Person becomes an Acquiring Person. In connection with the adoption of the

Rights Agreement, the Board designated as Exempt Persons (i) Ezra Beyman, the Company’s Chairman and Chief Executive Officer, (ii)

the members of Mr. Beyman’s immediate family, (iii) any trust, estate or other entity established for the benefit of Mr. Beyman

or any member of his immediate family and (iv) any entity directly or indirectly controlled by Mr. Beyman or any member of his immediate

family.

Flip-in

Event

a Person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions), the

Rights will become exercisable for Common Shares having a value equal to two times the exercise price of the Right. From and after the

announcement that any Person has become an Acquiring Person, if the Rights evidenced by a Right Certificate are or were acquired or Beneficially

Owned by an Acquiring Person or any Associate or Affiliate of an Acquiring Person, such Rights shall become void, and any holder of such

Rights shall thereafter have no right to exercise such Rights. If the Board so elects, the Company may deliver upon payment of the exercise

price of a Right an amount of cash, securities, or other property equivalent in value to the Common Shares issuable upon exercise of

a Right.

Exchange

any time after a Stock Acquisition Date (as such term is defined in the Rights Agreement), the Board may exchange the Rights (other than

Rights owned by any Person which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject

to adjustment). The Company may issue, transfer or deposit such Common Shares (or other property as permitted under the Rights Agreement)

to or into a trust or other entity created upon such terms as the Board may determine and may direct that all holders of Rights receive

such Common Shares or other property only from the trust. In the event the Board determines, before the Distribution Date, to effect

an exchange, the Board may delay the occurrence of the Distribution Date to such time as it deems advisable.

Flip-over

Event

If,

at any time after a Person becomes an Acquiring Person, (i) the Company consolidates with, or merges with, any other Person (or any Person

consolidates with, or merges with, the Company) and, in connection with such consolidation or merger, all or part of the Common Shares

are or will be changed into or exchanged for stock or other securities of any other Person or cash or any other property; or (ii) 50%

or more of the Company’s consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, then proper provision

will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current

exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will

have a market value of two times the exercise price of the Right.

Redemption

any time prior to the time any Person becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price

of $0.001 per Right, subject to adjustment (the “Redemption Price”). The redemption of the Rights may be made effective at

such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption

of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption

Price.

Amendment

The

terms of the Rights may be amended by the Board without the consent of the holders of the Rights, except that from and after such time

as any Person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than

the Acquiring Person and its Affiliates and Associates).

Preferred

Stock Rights

Each

one-thousandth of a Preferred Share will entitle the holder thereof to the same dividends, voting and liquidation rights as if the holder

held one Common Share and will be treated the same as a Common Share in the event of a merger, consolidation or other share exchange.

Rights

of Holders

Until

a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation,

the right to vote or to receive dividends.

Qualifying

Offer

The

Rights Agreement includes a “Qualifying Offer” provision. If a Person makes a fully financed, all-cash tender offer (or an

offer consisting solely of common stock of the offeror) for all outstanding Common Shares at a premium to the then-current market price,

and such offer meets specified conditions set forth in the Rights Agreement (including remaining open for at least 60 Business Days and

being subject to a non-waivable majority-of-the-minority tender condition), and the Board has not redeemed the Rights, terminated the

Rights Agreement, or exempted such offer within 60 Business Days, then holders of at least 10% of the outstanding Common Shares (excluding

those held by the offeror and its affiliates) may request the Board to call a special meeting of stockholders to vote on redemption of

the Rights. The Board must, within 90 Business Days following receipt of a valid request, submit to stockholders a resolution recommending

redemption of the Rights, and must redeem the Rights if the resolution is approved by a majority of the votes cast by holders of Common

Shares (excluding Common Shares held by the offeror and its Affiliates and Associates).

Anti-Takeover

Effects

The

Rights have certain anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire

the Company without the approval of the Board. The Rights should not interfere with any merger or other business combination approved

by the Board. The Rights Agreement does not contain a dead-hand provision.

Item

3.03 Material Modifications to Rights of Security Holders.

The

information set forth under Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

connection with the adoption of the Rights Agreement, on September 3, 2026, the Company filed a Certificate of Designations of Series

A Preferred Stock with the Florida Department of State. The Certificate of Designations designates 100,000 shares of the preferred stock

of the Company as Series A Preferred Stock and sets forth the rights, preferences and privileges thereof. The information set forth under

Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. A copy of the Certificate of Designations

of Series A Preferred Stock is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item

8.01 Other Events.

September 3, 2026, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of the press release is

attached hereto as Exhibit 99.1.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Designations of Series A Preferred Stock of Reliance Global Group, Inc., as filed with the Florida Department of State on September 3, 2026.

4.1

Rights Agreement, dated as of September 3, 2026, between Reliance Global Group, Inc. and VStock Transfer, LLC, as rights agent (which includes the form of Certificate of Designations of Series A Preferred Stock attached as Exhibit A thereto and the Form of Right Certificate attached as Exhibit B thereto).

99.1

Press Release dated September 3, 2026.

104

Cover

Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

RELIANCE

GLOBAL GROUP, INC.

Date:

September 3, 2026

By:

/s/

Ezra Beyman

Ezra

Beyman

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF DESIGNATIONS

SERIES

A PREFERRED STOCK

RELIANCE

GLOBAL GROUP, INC.

(Pursuant

to Section 607.0602 of the Florida Business Corporation Act)

Reliance

Global Group, Inc., a corporation organized and existing under the Florida Business Corporation Act (the “Corporation”),

hereby certifies that: (i) the following resolution was adopted by the Board of Directors of the Corporation (the “Board of

Directors”) as required by Section 607.0602 of the Florida Business Corporation Act on September 3, 2026; (ii) this Certificate

of Designations constitutes articles of amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended,

setting forth the text of the amendment adopted and the date of its adoption; and (iii) the amendment set forth herein was duly adopted

by the Board of Directors without shareholder action, and shareholder action was not required therefor, pursuant to Sections 607.0602(4)

and 607.1006 of the Florida Business Corporation Act:

RESOLVED,

that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Amended and Restated Certificate

of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), a series of Preferred Stock,

par value $0.086 per share, of the Corporation (“Preferred Stock”) be and it hereby is created, and that the designation

and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series,

and the qualifications, limitations or restrictions thereof are as follows:

Section

1. Designation and Amount. The shares of this series shall be designated as Series A Preferred Stock (the “Series

A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such number of shares

may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares

of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance

upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation

convertible into Series A Preferred Stock.

Section

2. Dividends and Distributions.

(A)

Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock of the Corporation) ranking prior

and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled

to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable

in cash on the last day of March, June, September and December in each year (each such date a “Quarterly Dividend Payment Date”),

commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred

Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth,

equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by the aggregate per share amount

(payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock, par value

$0.086 per share, of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock

(by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with

respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred

Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common

Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise

than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such

case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding

sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior

to such event.

(B)

The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section

2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common

Stock).

(C)

Dividends due pursuant to paragraph (A) of this Section 2 shall begin to accrue and be cumulative on outstanding shares of Series

A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue

of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall

begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date

after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend

and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from

such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A

Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated

pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the

determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon,

which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section

3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A)

Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof

to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event that the Corporation shall at

any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or

consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of

Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which

holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number

by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator

of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)

Except as otherwise provided in the Certificate of Incorporation, including any other Certificate of Designations creating a series of

Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common

Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted

to a vote of stockholders of the Corporation.

(C)

Except as set forth herein, or as otherwise required by law, holders of Series A Preferred Stock shall have no special voting rights

and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein)

for taking any corporate action.

Section

4. Certain Restrictions.

(A)

Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2

are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series

A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)

declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation,

dissolution or winding-up) to the Series A Preferred Stock;

(ii)

declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon

liquidation, dissolution or winding-up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock

and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all

such shares are then entitled; or

(iii)

redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation,

dissolution or winding-up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise

acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon

dissolution, liquidation or winding-up) to the Series A Preferred Stock.

(B)

The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock

of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares

at such time and in such manner.

Section

5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner

whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary

to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series of

Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Certificate of Incorporation, including

any Certificate of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

Section

6. Liquidation, Dissolution or Winding-Up.

(A)

Upon any liquidation, dissolution or winding-up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders

of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series A Preferred Stock unless,

prior thereto, the holders of Series A Preferred Stock shall have received an amount per share (the “Series A Liquidation Preference”)

equal to an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate

amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In

the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or

effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than

by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case

the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding

sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior

to such event.

(B)

If there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences

of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect

thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock

and the holders of such parity shares in proportion to their respective liquidation preferences.

(C)

Neither the merger or consolidation of the Corporation into or with another entity nor the merger or consolidation of any other entity

into or with the Corporation shall be deemed to be a liquidation, dissolution or winding-up of the Corporation within the meaning of

this Section 6.

Section

7. Consolidation, Merger, Etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction

in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then

in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share,

subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate amount of stock, securities,

cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or

exchanged. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common

Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise

than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such

case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall

be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately

after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such

event.

Section

8. Amendment. While any Series A Preferred Stock is issued and outstanding, the Certificate of Incorporation shall not be

amended in any manner, including in a merger or consolidation, which would alter, change or repeal the powers, preferences or special

rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds

of the outstanding shares of Series A Preferred Stock, voting together as a single class.

Section

9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution

and winding-up, junior to all other series of Preferred Stock, unless the terms of any such series shall provide otherwise, and shall

rank senior to the Common Stock as to such matters.

WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its duly authorized officer on September

3, 2026.

RELIANCE

GLOBAL GROUP, INC.

By:

Name:

Ezra

Beyman

Title:

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

RIGHTS

AGREEMENT

Dated

as of September 3, 2026

between

RELIANCE

GLOBAL GROUP, INC.

and

VSTOCK

TRANSFER, LLC,

Rights Agent

RIGHTS

AGREEMENT

This

Rights Agreement (this “Agreement”), dated as of September 3, 2026, is between Reliance Global Group, Inc., a Florida

corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the

“Rights Agent”).

The

Board of Directors of the Company (the “Board of Directors”) has authorized and declared a dividend of one preferred

share purchase right (a “Right”) for each share of common stock, par value $0.086 per share, of the Company outstanding

on the Close of Business on September 18, 2026 (the “Record Date”) and has authorized the issuance of one Right with

respect to each additional Common Share issued by the Company between the Record Date and the earliest of (i) the Distribution Date,

(ii) the Redemption Date and (iii) the Final Expiration Date, and additional Common Shares that shall become outstanding after the Distribution

Date as provided in Section 22 of this Agreement, each Right initially representing the right to purchase one one-thousandth

of a Preferred Share, subject to adjustment, upon the terms and subject to the conditions hereof.

Accordingly,

in consideration of the premises and the mutual agreements herein set forth, the parties agree as follows:

Section

1. Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

1.1

“Acquiring Person” means any Person (other than an Exempt Person) who or which, together with all Affiliates and Associates

of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall not include (i) the Company,

(ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity

holding Common Shares for or pursuant to the terms of any such employee benefit plan or (v) any Person who or which, together with all

Affiliates and Associates of such Person, at the time of the first public announcement of this Agreement, is a Beneficial Owner of 15%

or more of the Common Shares then outstanding (a “Grandfathered Stockholder”); provided, that if a Grandfathered

Stockholder becomes, after such time, the Beneficial Owner (other than pursuant to the vesting or exercise of any equity awards issued

to a director, officer or employee of the Company or any Subsidiary pursuant to any equity incentive plan of the Company, or pursuant

to additional grants of any such equity awards to any such director, officer or employee) of any additional Common Shares (regardless

of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding

Beneficially Owned by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless,

upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 15% or more of

the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial

Ownership below 15%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder and this clause (v) shall

have no further force or effect with respect to such Person. For the avoidance of doubt, if, after the time of the first public announcement

of this Agreement, any Derivative Position or other agreement, arrangement or understanding pursuant to which any Grandfathered Stockholder

is deemed to be the Beneficial Owner of Common Shares is, directly or indirectly, replaced, extended, amended or substituted with respect

to the same or different Common Shares for any reason (including, without limitation, because it expired, was settled in whole or in

part, terminated or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder (or as applicable, an

Affiliate or Associate of the Grandfathered Stockholder)), then such Derivative Position or other agreement, arrangement or understanding

shall be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered Stockholder and render such

Grandfathered Stockholder an Acquiring Person for purposes of this Agreement unless, upon such acquisition of Beneficial Ownership of

additional Common Shares, such Person is not the Beneficial Owner of 15% or more of the Common Shares then outstanding.

Notwithstanding

the foregoing, “Acquiring Person” shall not include any Person which, together with all Affiliates and Associates of such

Person, is the Beneficial Owner of Common Shares representing less than 20% of the Common Shares then outstanding, and which is entitled

to file, and files, a statement on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the

General Rules and Regulations under the Exchange Act as in effect at the time of the public announcement of the declaration of the Rights

with respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”); provided, that a Person

shall not qualify as a 13G Investor if it has filed a statement on Schedule 13D (“Schedule 13D”) in the past five

years with respect to Common Shares Beneficially Owned by such Person pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the

General Rules and Regulations under the Exchange Act; provided, further, that a Person who was a 13G Investor shall no longer

be a 13G Investor if it either (i) files a statement on Schedule 13D or (ii) becomes no longer entitled to file a statement on Schedule

13G (the earlier to occur of (i) and (ii), the “13D Event”), and such Person shall be an Acquiring Person if it is

the Beneficial Owner (together with all Affiliates and Associates) of 15% or more of the Common Shares then outstanding at any point

from and after the time of the 13D Event; provided, however, such Person shall not be an Acquiring Person if (i) on the first

Business Day after the 13D Event such Person notifies the Company of its intent to reduce its Beneficial Ownership to below 15% as promptly

as practicable and (ii) such Person reduces its Beneficial Ownership (together with all Affiliates and Associates of such Person) to

below 15% of the Common Shares as promptly as practicable (but in any event not later than 10 days from such time); provided, further

that such Person shall become an “Acquiring Person” if after reducing its Beneficial Ownership to below 15%, it subsequently

becomes the Beneficial Owner of 15% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 15%, it increases

(or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above

the lowest Beneficial Ownership of such Person at any time during such 10-day period.

Notwithstanding

the foregoing, no Person shall become an Acquiring Person solely as the result of an acquisition or redemption of Common Shares by the

Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such

Person to 15% (20% in the case of a 13G Investor, or such other percentage as would otherwise result in such Person becoming an Acquiring

Person) or more of the Common Shares then outstanding; provided, that if a Person would, but for the provisions of this paragraph,

become an Acquiring Person by reason of an acquisition or redemption of Common Shares by the Company and shall, after such acquisition

or redemption by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby

becomes the Beneficial Owner of 15% (20% in the case of a 13G Investor, or such other percentage as would otherwise result in such Person

becoming an Acquiring Person) or more of the Common Shares then outstanding (other than Common Shares acquired solely as a result of

corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed to be an Acquiring

Person.

Notwithstanding

the foregoing, no Person shall become an Acquiring Person solely as a result of the acquisition of, or being deemed the Beneficial Owner

of, Common Shares acquired or held pursuant to, and in compliance with the terms of, that certain Common Stock Purchase Agreement, dated

as of August 26, 2025, as amended by Amendment No. 1 dated November 5, 2025 and Amendment No. 2 dated March 12, 2026, by and between

the Company and White Lion Capital, LLC (or any permitted assignee thereof) (as may be further amended, restated, supplemented or otherwise

modified from time to time, the “ELOC Agreement”), provided that such Person does not have any intention of

changing or influencing control of the Company and, other than pursuant to the ELOC Agreement, is not then the Beneficial Owner of 15%

or more of the Common Shares then outstanding.

Notwithstanding

the foregoing, no Person shall become an Acquiring Person solely as a result of the acquisition of, or being deemed the Beneficial Owner

of, Common Shares (or securities exercisable for or convertible into Common Shares, including warrants) acquired or held by such Person

(i) in its capacity as an underwriter, initial purchaser, placement agent, sales agent, or similar agent for the Company in connection

with a bona fide public offering or at-the-market offering program of securities by the Company, or (ii) solely as a result of the ownership

of unexercised warrants issued by the Company to such Person in connection with any such offering as compensation for services rendered,

provided that such Person does not have any intention of changing or influencing control of the Company.

Notwithstanding

the foregoing, if the Board of Directors, with the concurrence of a majority of the members of the Board of Directors who are not, and

are not representatives, nominees, Affiliates or Associates of, such Person or an Acquiring Person, determines in good faith that a Person

that would otherwise be an Acquiring Person has become such inadvertently (including because (i) such Person was unaware that it Beneficially

Owned a percentage of Common Shares that would otherwise cause such Person to be an Acquiring Person or (ii) such Person was aware of

the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership

under this Agreement) and without any intention of changing, obtaining, or influencing control of the Company, and such Person divests

as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, then such

Person shall not be deemed to have become an Acquiring Person.

Notwithstanding

the foregoing, if a bona fide swaps dealer who would otherwise be an “Acquiring Person” has become so as a result of its

actions in the ordinary course of its business that the Board of Directors determines, in its sole discretion, were taken without the

intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to

control or influence the management or policies of the Company, then, and unless and until the Board of Directors shall otherwise determine,

such Person shall not be deemed to be an “Acquiring Person”.

Notwithstanding

the foregoing, no Person shall become an Acquiring Person solely as a result of an Exempt Transaction.

1.2

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2

promulgated under the Exchange Act, as in effect on the date of this Agreement.

1.3

A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”, or

have “Beneficial Ownership” of, any securities:

1.3.1

which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, within the meaning

of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, as in effect on the date of this Agreement;

1.3.2

which such Person or any of such Person’s Affiliates or Associates has (i) the right or ability to vote, cause to be voted or control

or direct the voting of pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, that a Person

shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security if the agreement, arrangement or understanding to vote

such security (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation

made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (B) is not also

then reportable on a statement on Schedule 13D under the Exchange Act (or any comparable or successor report) or (ii) the right or the

obligation to become the Beneficial Owner (whether such right is exercisable or such obligation is required to be performed immediately

or only after the passage of time, the occurrence of conditions, the satisfaction of regulatory requirements or otherwise) pursuant to

any agreement, arrangement or understanding, whether or not in writing (other than customary agreements with and between underwriters

and selling group members with respect to a bona fide public offering of securities), written or otherwise, or upon the exercise of conversion

rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise, through conversion of a security, pursuant

to the power to revoke a trust, discretionary account or similar arrangement, pursuant to the power to terminate a repurchase or similar

so-called “stock-borrowing” agreement or arrangement, or pursuant to the automatic termination of a trust, discretionary

account or similar arrangement; provided, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially

Own, securities tendered pursuant to a tender or exchange offer made pursuant to, and in accordance with, the applicable rules and regulations

promulgated under the Exchange Act until such tendered securities are accepted for purchase or exchange;

1.3.3

which are Beneficially Owned (within the meaning of the preceding subsections of this Section 1.3), directly or indirectly, by

any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding,

whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the Company or cooperating

in obtaining, changing or influencing the control of the Company; or

1.3.4

which are the subject of, or the reference securities for, or that underlie, any Derivative Position of such Person or any of such Person’s

Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned in respect of a Derivative Position being the notional

or other number of Common Shares in respect of such Derivative Position (without regard to any short or similar position) that is specified

in (i) one or more filings with the Securities and Exchange Commission by such Person or any of such Person’s Affiliates or Associates

or (ii) the documentation evidencing such Derivative Position as the basis upon which the value or settlement amount of such Derivative

Position, or the opportunity of the holder of such Derivative Position to profit or share in any profit, is to be calculated in whole

or in part (whichever of (i) or (ii) is greater), or if no such number of Common Shares is specified in such filings or documentation

(or such documentation is not available to the Board of Directors), as determined by the Board of Directors in its reasonable discretion.

Notwithstanding

anything in this definition of Beneficial Owner to the contrary, the phrase “then outstanding,” when used with reference

to a Person’s Beneficial Ownership of securities of the Company, means the number of such securities then issued and outstanding

together with the number of such securities not then actually issued and outstanding which such Person would be deemed to Beneficially

Own hereunder.

1.4

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the State of

New York are authorized or obligated by law or executive order to close.

1.5

“Close of Business” on any given date means 5:00 p.m., New York time, on such date; provided, that if such

date is not a Business Day, it means 5:00 p.m., New York time, on the next succeeding Business Day.

1.6

“Common Shares” means the shares of common stock, par value $0.086 per share, of the Company. “Common Shares,”

when used with reference to any Person other than the Company, means the capital stock (or equity interest) with the greatest voting

power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control

such first-mentioned Person.

1.7

“Common Stock Equivalents” has the meaning set forth in Section 11.1.3(ii)(C).

1.8

“Current Per Share Market Price” has the meaning set forth in Section 11.4.1.

1.9

“Current Value” has the meaning set forth in Section 11.1.3(i)(A).

1.10

“Derivative” has the meaning set forth in Section 1.11.

1.11

“Derivative Position” shall mean any option, warrant, convertible security, stock appreciation right, or other security,

contract right or derivative position or similar right (including any “swap” transaction with respect to any security, other

than a broad based market basket or index) (any of the foregoing, a “Derivative”), whether or not presently exercisable,

that (i) has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of the Common Shares

or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of the Common Shares and

that increases in value as the market price or value of the Common Shares increases or that provides an opportunity, directly or indirectly,

to profit or share in any profit derived from any increase in the value of the Common Shares and (ii) is capable of being settled, in

whole or in part, through delivery of Common Shares (whether on a required or optional basis, and whether such settlement may occur immediately

or only after the passage of time, the occurrence of conditions, the satisfaction of regulatory requirements or otherwise), in each case

regardless of whether (A) it conveys any voting rights in such Common Shares to any Person or (B) any Person (including the holder of

such Derivative Position) may have entered into other transactions that hedge its economic effect.

1.12

“Distribution Date” has the meaning set forth in Section 3.1.

1.13

“Earning Power” has the meaning set forth in Section 13.3.

1.14

“Equivalent Preferred Shares” has the meaning set forth in Section 11.2.

1.15

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.16

“Exchange Property” has the meaning set forth in Section 24.6.

1.17

“Exchange Ratio” has the meaning set forth in Section 24.1.

1.18

“Exchange Recipients” has the meaning set forth in Section 24.6.

1.19

“Exempt Person” means any Person that the Board of Directors determines is exempt from this Agreement, which determination

shall be made in the sole and absolute discretion of the Board of Directors; provided, that no Person shall qualify as an Exempt

Person unless such determination is made prior to such time as any Person becomes an Acquiring Person; provided, further, that

any Person will cease to be an Exempt Person if the Board of Directors makes a contrary determination with respect to such Person regardless

of the reason therefor.

1.20

“Exempt Transaction” means any transaction that the Board of Directors determines is exempt from this Agreement, which

determination shall be made in the sole and absolute discretion of the Board of Directors (provided, that no transaction shall

qualify as an Exempt Transaction pursuant to this Section 1.20 unless such determination is made, prior to such time as any Person

becomes an Acquiring Person).

1.21

“Final Expiration Date” means the Close of Business on September 3, 2027.

1.22

“Grandfathered Stockholder” has the meaning set forth in Section 1.1.

1.23

“Nasdaq” means The Nasdaq Capital Market.

1.24

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability partnership,

business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or

otherwise) of such entity.

1.25

“Preferred Shares” means shares of Series A Preferred Stock, par value $0.086 per share, of the Company having such

rights and preferences as are set forth in the form of Certificate of Designations set forth as Exhibit A hereto, as the same

may be amended from time to time.

1.26

“Purchase Price” has the meaning set forth in Section 7.2.

1.27

“Redemption Date” has the meaning set forth in Section 23.2.

1.28

“Redemption Price” has the meaning set forth in Section 23.1.

1.29

“Right Certificate” means a certificate evidencing a Right substantially in the form of Exhibit B hereto.

1.30

“Spread” has the meaning set forth in Section 11.1.3(i).

1.31

“Stock Acquisition Date” means the earliest of the date of (i) the public announcement by the Company or an Acquiring

Person that an Acquiring Person has become such (which, for purposes of this definition, shall include a statement on Schedule 13D or

Schedule 13G filed pursuant to the Exchange Act) and (ii) the public disclosure of facts by the Company or an Acquiring Person that reveals

the existence of an Acquiring Person or indicating that an Acquiring Person has become an Acquiring Person.

1.32

“Subsidiary” of any Person means any Person of which a majority of the voting power of the voting equity securities

or equity interest is owned, directly or indirectly, by such Person.

1.33

“Trading Day” means a day on which the principal national securities exchange on which a security is listed or admitted

to trading is open for the transaction of business or, if a security is not listed or admitted to trading on any national securities

exchange, a Business Day.

1.34

“Trust” has the meaning set forth in Section 24.6.

Section

2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance

with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment.

The Company may from time to time appoint such co-rights agents as it may deem necessary or desirable, upon 10 days’ prior written

notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions

of any such co-rights agent. In the event that the Company appoints one or more co-rights agents, the respective duties of the Rights

Agent and any co-rights agent shall be as the Company shall reasonably determine, provided that such duties and determination

are consistent with the terms and provisions of this Agreement and that contemporaneously with such appointment, if any, the Company

shall notify the Rights Agent in writing thereof.

Section

3. Issue of Right Certificates.

3.1

Until the earlier of (i) the Close of Business on the 10th day after the Stock Acquisition Date (or, in the event that the Board of Directors

determines on or before such 10th day to effect an exchange in accordance with Section 24 and determines that a later date is

advisable, such later date) and (ii) the Close of Business on the 10th Business Day (or such later date as may be determined by action

of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person

(other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company,

any entity holding Common Shares for or pursuant to the terms of any such benefit plan or any Exempt Person) of a tender or exchange

offer the consummation of which would result in any Person becoming an Acquiring Person (the earlier of (i) and (ii) being herein referred

to as the “Distribution Date”) (provided, that if such tender or exchange offer is terminated prior to the

occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer), (A) the Rights

will be evidenced by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Shares registered

in the names of the holders thereof (which shall also be deemed to be Right Certificates) and not by separate Right Certificates (provided,

that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of

the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement,

as amended from time to time), and (B) the right to receive Right Certificates will be transferable only in connection with the transfer

of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign,

and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company and upon receipt

of all relevant information, send) by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Distribution

Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on

the records of the Company, a Right Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each

Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry

or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates

for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be

provided with respect to such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to

the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other

uncertificated ownership. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

3.2

The Company shall provide the Rights Agent with written notice of the occurrence of the Stock Acquisition Date and/or the Distribution

Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Stock Acquisition Date and/or the Distribution

Date, unless and until it shall have received such written notice.

3.3

Certificates for Common Shares which become outstanding (including reacquired Common Shares referred to in the last sentence of this

Section 3.3) after the Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Redemption Date and (iii)

the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the

following form:

This

certificate also evidences and entitles the holder hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights

Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC, as Rights Agent (or any successor rights agent), dated as of

September 3, 2026, as it may from time to time be amended or supplemented pursuant to its terms (the “Rights Agreement”),

the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Reliance

Global Group, Inc. and the office or offices of VStock Transfer, LLC designated for such purpose. The Rights are not exercisable prior

to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement,

such Rights will be evidenced separately and will no longer be evidenced by this certificate. Reliance Global Group, Inc. will mail to

the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain

circumstances, Rights that are or were acquired or Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring

Person (as such terms are defined in the Rights Agreement)), including such Rights held by a subsequent holder, may become null and void.

Notwithstanding

this Section 3.3, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of

any holder of the Rights. If the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution

Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to

exercise any Rights associated with the Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common

Shares issued or disposed of (including upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the

Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, or in certain circumstances

provided in Section 22 hereof, after the Distribution Date.

Section

4. Form of Right Certificates. Right Certificates (and the forms of election to purchase Preferred Shares and of assignment to

be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification

or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent

with the provisions of this Agreement (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent),

or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation

of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions of

this Agreement, the Right Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a Preferred

Share as shall be set forth therein at the Purchase Price, but the amount and type of securities purchasable upon exercise and the Purchase

Price shall be subject to adjustment as provided herein.

Section

5. Countersignature and Registration. Right Certificates shall be duly executed on behalf of the Company by any two authorized

officers of the Company, including, without limitation, the Chief Executive Officer, a Vice President, the Secretary, an Assistant Secretary,

the Treasurer or an Assistant Treasurer, either manually or by facsimile signature or by other customary means of electronic transmission.

Upon written request by the Company, the Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile

signature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be

necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any

purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. If any officer

of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature

by the Rights Agent and issuance and delivery by the Company, such Right Certificates nevertheless may be countersigned by the Rights

Agent and issued and delivered by the Company with the same force and effect as though the Person that signed such Right Certificates

had not ceased to be such officer of the Company. Any Right Certificate may be signed on behalf of the Company by any Person that, at

the actual date of the execution of such Right Certificate, is a proper officer of the Company to sign such Right Certificate, even if

at the date of the execution of this Agreement such Person was not such an officer.

Following

the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to

in this Agreement, the Rights Agent will keep or cause to be kept, at its office or offices designated for such purpose, books for registration

of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of

the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the date of each of the Right

Certificates.

Section

6. Transfer, Split-up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

6.1

Subject to the provisions of Section 14, at any time after the Distribution Date, and prior to the earliest of the Redemption

Date and the Final Expiration Date, any Right Certificate (other than a Right Certificate representing Rights that have become null and

void pursuant to Section 11.1.2 or that have been exchanged pursuant to Section 24) may be transferred, split up, combined

or exchanged for another Right Certificate, entitling the registered holder to purchase a like number of Preferred Shares as the Right

Certificate surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange

any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender (together with any required

form of assignment and certificate duly executed and properly completed) the Right Certificate to be transferred, split up, combined

or exchanged at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such

other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any

action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have properly

completed and duly executed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall

have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented

by such Right Certificate or the Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of

such Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for

the purpose of acquiring, holding, voting or disposing of any securities of the Company, as the Company or the Rights Agent shall reasonably

request. Thereupon, the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates,

as the case may be, as so requested. The Company or the Rights Agent may require payment from the holders of the Right Certificates of

a sum sufficient for any tax or governmental charge that may be imposed in connection with any transfer, split-up, combination or exchange

of Right Certificates. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement

that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.

6.2

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation

of a Right Certificate (other than any Right Certificate representing Rights that have become null and void pursuant to Section 11.1.2,

that have been redeemed pursuant to Section 23 or that have been exchanged pursuant to Section 24), the identity of the

Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate or the Affiliates or Associates thereof,

or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any agreement,

arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities

of the Company, as the Company or the Rights Agent shall request (including a signature guarantee and such other documentation as the

Rights Agent may reasonably request), and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and,

at the Company’s or the Rights Agent’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses

incidental thereto, and, in case of mutilation, upon surrender to the Rights Agent and cancellation of the Right Certificate, the Company

will make and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder

in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

Section

7. Exercise of Rights; Purchase Price; Expiration Date of Rights.

7.1

The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2,

have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced

thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form

of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of the Rights

Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably

request, together with payment of the Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a

Right that is exercised is then exercisable, in the manner set forth in Section 7.3, and an amount equal to any applicable transfer

tax or charges required to be paid pursuant to Section 9, prior to the earliest of (i) the Final Expiration Date, (ii) the time

at which the Rights are redeemed pursuant to Section 23, and (iii) the time at which the Rights are exchanged pursuant to Section

24.

7.2

The purchase price to be paid upon the exercise of each Right to purchase one one-thousandth of a Preferred Share represented by a Right

shall initially be $14.00 (the “Purchase Price”) and shall be payable in lawful money of the United States of America

in accordance with Section 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred Share

upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is exercisable

shall be subject to adjustment from time to time as provided in Sections 11 and 13.

7.3

Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate properly completed

and duly executed, accompanied by payment of the Purchase Price for the number of Rights exercised and an amount equal to any applicable

transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 via wire transfer, ACH payment

or check payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of

the Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer

agent) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent

to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing

such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts

shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs any such depositary agent to comply

with such request; (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu

of issuance of fractional Preferred Shares in accordance with Section 14 or Section 24; (iii) after receipt of such certificates

or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered

in such name or names as may be designated in writing by such holder; and (iv) when necessary to comply with this Agreement, after receipt,

deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated

to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make

all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent,

if and when necessary to comply with this Agreement.

7.4

If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate

evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered

holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14.

7.5

Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be

obligated to undertake any action with respect to a registered holder of Rights or other securities of the Company upon the occurrence

of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed

and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right

Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or

former Beneficial Owner) or Affiliates or Associates thereof, as the Company and the Rights Agent shall reasonably request.

Section

8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer,

split-up, combination or exchange shall, if surrendered to the Company or to any of its agents (other than the Rights Agent), be delivered

to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right

Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall

deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate

purchased or acquired by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall

deliver all canceled Right Certificates which have been canceled by the Rights Agent to the Company, or shall, at the written request

of the Company, destroy such canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the

Company.

Section

9. Status and Availability of Preferred Shares.

9.1

The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued Preferred Shares

or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of

all outstanding Rights in accordance with Section 7.

9.2

The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered

upon exercise of Rights shall, at the time of delivery of the certificates (or entry in the book-entry account system of the Company)

for such Preferred Shares (subject to payment of the Purchase Price and compliance with all other applicable provisions of this Agreement),

be duly and validly authorized and issued and fully paid and non-assessable shares.

9.3

The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges

which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of

Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery

of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares

in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, and shall not

be required to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until

any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time

of surrender) or until it has been established to the Company’s and the Rights Agent’s reasonable satisfaction that no such

tax is due.

Section

10. Preferred Shares Record Date. Each Person in whose name any certificate (or entry in the book-entry account system of the

Company) for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record

of the Preferred Shares represented thereby on, and such certificate or book-entry shall be dated, the date upon which the Right Certificate

evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided,

that, if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such

Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business

Day on which the Preferred Shares transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the

holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable,

including the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and shall not be entitled

to receive any notice of any proceedings of the Company, except as provided herein.

Section

11. Adjustment of Purchase Price, Number of Shares or Number of Rights.

11.1

General.

11.1.1

In the event that the Company shall at any time after the date of this Agreement (i) declare a dividend on the Preferred Shares payable

in Preferred Shares, (ii) subdivide the outstanding Preferred Shares, (iii) combine the outstanding Preferred Shares into a smaller number

of Preferred Shares or (iv) issue any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification

in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided

in this Section 11.1, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of

such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be

proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number

and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date, the holder would have owned

upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided,

that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares

of capital stock of the Company issuable upon exercise of one Right. If an event occurs that would require an adjustment under both this

Section 11.1.1 and Section 11.1.2 hereof, the adjustment provided for in this Section 11.1.1 shall be in

addition to, and shall be made prior to, the adjustment required pursuant to Section 11.1.2 hereof.

11.1.2

Subject to the second paragraph of this Section 11.1.2 and to Section 24, from and after the Stock Acquisition Date, each

holder of a Right shall have a right to receive, upon exercise of each Right at a price equal to the then current Purchase Price multiplied

by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this

Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by dividing (A) the product

of (x) the current Purchase Price and (y) the number of one one-thousandths of a Preferred Share for which a Right is then exercisable

by (B) 50% of the then Current Per Share Market Price of the Company’s Common Shares (determined pursuant to Section 11.4)

on the Stock Acquisition Date.

From

and after the Stock Acquisition Date, any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person (or any Associate

or Affiliate of such Acquiring Person), (ii) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes

such a transferee after the Acquiring Person becomes an Acquiring Person or (iii) a transferee of an Acquiring Person (or of any such

Associate or Affiliate) who becomes such a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person

and who receives such Rights (A) with actual knowledge that the transferor is or was an Acquiring Person or (B) pursuant to either (x)

a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests

in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or such Associate or Affiliate)

has any continuing agreement, arrangement, understanding or relationship (whether or not in writing) regarding the transferred Rights

or (y) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding (whether or not in writing)

which has as a primary purpose or effect of the avoidance of this Section 11.1.2, (each such Person described in (i)-(iii) above,

an “Excluded Person”) shall, in each such case, be null and void, and any holder of such Rights (whether or not such

holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) shall thereafter have no right to exercise such Rights

under any provision of this Agreement. No Right Certificates shall be issued pursuant to Sections 3, 6, 7.4 or 11 or otherwise

hereof that represents Rights that are or have become null and void pursuant to the provisions of this paragraph and any Right Certificate

delivered to the Rights Agent that represents Rights that are or have become null and void pursuant to the provisions of this paragraph

shall, upon receipt of written notice directing it to do so, be canceled by the Rights Agent.

11.1.3

If there are not sufficient authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with Section

11.1.2 or the exchange of the Rights in accordance with Section 24, or should the Board of Directors so elect, the Company

may with respect to such deficiency, (i) determine the excess (the “Spread”) of (A) the value of the Common Shares

issuable upon the exercise of a Right as provided in Section 11.1.2 (the “Current Value”) over (B) the

Purchase Price, and (ii) with respect to each Right, make adequate provision to substitute for such Common Shares, upon payment of the

applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board of Directors to be equal

to the Current Value: (A) cash, (B) a reduction in the Purchase Price, (C) Common Shares or other equity securities of the Company (including

shares, or units of shares, of preferred stock which the Board of Directors has determined to have the same value as Common Shares (“Common

Stock Equivalents”)), (D) debt securities of the Company or (E) other assets, property or instruments. The Company shall provide

the Rights Agent with prompt reasonably detailed written notice of any final determination under the previous sentence.

the Board of Directors shall determine in good faith that additional Common Shares should be authorized for issuance upon exercise in

full of the Rights, the Company may suspend the exercisability of the Rights in order to seek any authorization of additional shares,

decide the appropriate form of distribution to be made, and determine the value thereof. If the exercisability of the Rights is suspended

pursuant to this Section 11.1.3, the Company shall make a public announcement, and shall promptly deliver to the Rights Agent

a statement, stating that the exercisability of the Rights has been temporarily suspended. When the suspension is no longer in effect,

the Company shall make another public announcement, and promptly deliver to the Rights Agent a statement, so stating. For purposes of

this Section 11.1.3, the value of the Common Shares shall be the Current Per Share Market Price of the Common Shares (as determined

pursuant to Section 11.4.1) as of the Stock Acquisition Date, and the value of any Common Stock Equivalent shall be deemed to

have the same value as the Common Shares on such date.

11.2

If the Company fixes a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them

(for a period expiring within 45 days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same

rights, privileges and preferences as the Preferred Shares (“Equivalent Preferred Shares”)) or securities convertible

into Preferred Shares or Equivalent Preferred Shares at a price per Preferred Share or Equivalent Preferred Share (or having a conversion

price per share, if a security convertible into Preferred Shares or Equivalent Preferred Shares) less than the then Current Per Share

Market Price of the Preferred Shares (as determined pursuant to Section 11.4.2) on such record date, the Purchase Price to be

in effect after such record date shall be adjusted by multiplying the Purchase Price in effect immediately prior to such record date

by a fraction, (i) the numerator of which shall be (A) the number of Preferred Shares outstanding on such record date plus (B) the number

of Preferred Shares which the aggregate offering price of the total number of Preferred Shares or Equivalent Preferred Shares to be offered

(or the aggregate initial conversion price of the convertible securities to be offered) would purchase at such Current Per Share Market

Price and (ii) the denominator of which shall be (A) the number of Preferred Shares outstanding on such record date plus (B) the number

of additional Preferred Shares or Equivalent Preferred Shares to be offered for subscription or purchase (or into which the convertible

securities to be offered are initially convertible); provided, that in no event shall the consideration to be paid upon the exercise

of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.

If such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such

consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed

with the Rights Agent. Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose

of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. If such rights, options or

warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record

date had not been fixed.

11.3

If the Company fixes a record date for the making of a distribution to all holders of the Preferred Shares (including any distribution

made in connection with a consolidation or merger in which the Company is the continuing or surviving Person) or evidences of indebtedness

or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription rights or warrants

(excluding those referred to in Section 11.2), the Purchase Price to be in effect after such record date shall be determined by

multiplying the Purchase Price in effect immediately prior to such record date by a fraction, (i) the numerator of which shall be the

then Current Per Share Market Price of the Preferred Shares (as determined pursuant to Section 11.4.2) on such record date, less

the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed

with the Rights Agent) of the portion of the assets or evidences of indebtedness to be distributed or of such subscription rights or

warrants applicable to one Preferred Share and (ii) the denominator of which shall be the then Current Per Share Market Price of the

Preferred Shares (as determined pursuant to Section 11.4.2); provided, that in no event shall the consideration to be paid

upon the exercise of one Right be less than the aggregate par value of the Preferred Shares to be issued upon exercise of one Right.

Such adjustments shall be made successively whenever such a record date is fixed. If such distribution is not so made, the Purchase Price

shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

11.4

Current Per Share Market Price.

11.4.1

For the purpose of any computation hereunder, the “Current Per Share Market Price” of any security on any date shall

be deemed to be the average of the daily closing prices per share of such security for the 30 consecutive Trading Days immediately prior

to such date; provided, that if the Current Per Share Market Price of the security is determined during a period (i) following

the announcement by the issuer of such security of (A) a dividend or distribution on such security payable in shares of such security

or other securities convertible into such shares, or (B) any subdivision, combination or reclassification of such security, and (ii)

prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such

subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately

adjusted to reflect the current market price per share equivalent of such security. The closing price for each day shall be the last

sale price or, if no such sale takes place on such day, the average of the closing bid and asked prices, in either case as reported by

Nasdaq, or, if on any such date the security is not quoted by Nasdaq, the average of the closing bid and asked prices as furnished by

a professional market maker making a market in the security selected by the Board of Directors. If on any such date no such market maker

is making a market in the security, the fair value of the security on such date as determined in good faith by the Board of Directors

shall be used.

11.4.2

For the purpose of any computation hereunder, the “Current Per Share Market Price” of the Preferred Shares shall be

determined in accordance with the method set forth in Section 11.4.1. If the Preferred Shares are not publicly traded, the “Current

Per Share Market Price” of the Preferred Shares shall be conclusively deemed to be the Current Per Share Market Price of the

Common Shares as determined pursuant to Section 11.4.1 (appropriately adjusted to reflect any stock split, stock dividend or similar

transaction occurring after the date hereof) multiplied by one thousand. If neither the Common Shares nor the Preferred Shares are publicly

held or so listed or traded, “Current Per Share Market Price” means the fair value per share as determined in good

faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive

for all purposes.

11.5

No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in

the Purchase Price; provided, that any adjustments which by reason of this Section 11.5 are not required to be made shall

be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to

the nearest cent or to the nearest one one-thousandth of a Preferred Share or one one-thousandth of any other share or security, as the

case may be. Notwithstanding the first sentence of this Section 11.5, any adjustment required by this Section 11 shall

be made no later than three years from the date of the transaction which requires such adjustment.

11.6

If, as a result of an adjustment made pursuant to Section 11.1, the holder of any Right thereafter exercised shall become entitled

to receive any shares of capital stock of the Company other than Preferred Shares, the number of such other shares so receivable upon

exercise of any Right shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable

to the provisions with respect to the Preferred Shares contained in Sections 11.1 through 11.3, inclusive, and the provisions

of Sections 7, 9, 10 and 13 with respect to the Preferred Shares shall apply on like terms to any such other shares.

11.7

All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right

to purchase, at the adjusted Purchase Price, the number of Preferred Shares purchasable from time to time hereunder upon exercise of

the Rights, all subject to further adjustment as provided herein.

11.8

Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a

result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of such adjustment

shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandth of a Preferred Share

(calculated to the nearest one one-thousandth of a Preferred Share) obtained by (i) multiplying the number of one one-thousandth of a

Preferred Share covered by a Right immediately prior to this adjustment by the Purchase Price in effect immediately prior to such adjustment

of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of

the Purchase Price.

11.9

The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution for

any adjustment in the number of Preferred Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such

adjustment of the number of Rights shall be exercisable for the number of Preferred Shares for which a Right was exercisable immediately

prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights

(calculated to the nearest one one-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the

Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement

(with prompt written notice thereof to the Rights Agent) of its election to adjust the number of Rights, indicating the record date for

the adjustment and, if known at the time, the amount of the adjustment to be made. The record date may be the date on which the Purchase

Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least 10 days after the date

of the public announcement. If Right Certificates have been distributed, upon each adjustment of the number of Rights pursuant to this

Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates

on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be

entitled as a result of such adjustment or, at the option of the Company, shall cause to be distributed to such holders of record in

substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof

if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment.

Right Certificates to be so distributed shall be issued, executed and countersigned in the manner provided for herein and shall

be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

11.10

Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares issuable upon the exercise of the Rights,

the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of Preferred Shares

which were expressed in the initial Right Certificates issued hereunder.

11.11

Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the Preferred Shares

issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary

in order that the Company may validly and legally issue fully paid and non-assessable Preferred Shares at such adjusted Purchase Price.

11.12

If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified event,

the Company may defer, until the occurrence of such event, issuing to the holder of any Right exercised after such record date Preferred

Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Shares

and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect

prior to such adjustment; provided, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing

such holder’s right to receive such additional shares upon the occurrence of the event requiring adjustment.

11.13

Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase

Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion

shall determine to be advisable in order that any (i) combination or subdivision of the Preferred Shares, (ii) issuance wholly for cash

of any Preferred Shares at less than the Current Per Share Market Price, (iii) issuance wholly for cash of Preferred Shares or securities

which by their terms are convertible into or exchangeable for Preferred Shares, (iv) dividends on Preferred Shares payable in Preferred

Shares, or (v) issuance of any rights, options or warrants referred to in Section 11.2 made by the Company after the date of this

Agreement to holders of its Preferred Shares shall not be taxable to such stockholders.

11.14

If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any dividend on

the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common Shares (by reclassification

or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares, then in any such

case (A) the number of one one-thousandths of a Preferred Share purchasable after such event upon exercise of each Right shall be determined

by multiplying the number of one one-thousandths of a Preferred Share so purchasable immediately prior to such event by a fraction, the

numerator of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number

of Common Shares outstanding immediately after such event, and (B) each Common Share outstanding immediately after such event shall have

issued with respect to it that number of Rights which each Common Share outstanding immediately prior to such event had issued with respect

to it. The adjustments provided for in this Section 11.14 shall be made successively whenever such a dividend is declared

or paid or such a subdivision, combination or consolidation is affected.

Section

12. Certificate of Adjustment. Whenever an adjustment or any event affecting the Rights or their exercisability (including an

event that causes Rights to become null and void) occurs or is made as provided in Sections 11 and 13, the Company shall

promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed statement of the facts, computation, methodology

and accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the

Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following a Distribution Date, mail a brief summary

thereof to each holder of a Right Certificate in accordance with Section 25. The Rights Agent shall be fully protected in relying

on any such certificate and on any adjustment or statement therein contained and shall not be obligated or responsible for calculating

any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an adjustment or any such event, unless and until it shall

have received such certificate. Notwithstanding the foregoing sentence, but without limiting any of the rights or immunities of the Rights

Agent, the failure of the Company to make such certification or give such notice shall not affect the validity of, or the force or effect

of, the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or 13 hereof shall be effective as of

the date of the event giving rise to such adjustment. The Rights Agent shall be entitled to rely on any such certificate and on any adjustment

or statement therein and shall have no duty or liability with respect thereto, and shall not be deemed to have knowledge of any such

adjustment or any such event unless and until it shall have received such certificate.

Section

13. Consolidation, Merger, Sale or Transfer of Assets or Earning Power.

13.1

If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; (ii) any

Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving Person of such

merger and, in connection with such merger, all or part of the Common Shares are or will be changed into or exchanged for stock or other

securities of any other Person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers (or

one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating 50% or

more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company

or one or more of its wholly owned Subsidiaries, then proper provision shall be made so that (A) each holder of a Right (except as otherwise

provided herein) shall have the right to receive, upon the exercise of each Right at a price equal to the then current Purchase

Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with

the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company

as successor thereto or as the surviving Person) equal to the result obtained by dividing (I) the product of (x) the then current Purchase

Price and (y) the number of one one-thousandths of a Preferred Share for which a Right is then exercisable by (II) 50% of the then Current

Per Share Market Price of the Common Shares of such other Person (determined pursuant to Section 11.4) on the date of consummation

of such consolidation, merger, sale or transfer; (B) the issuer of such Common Shares shall thereafter be liable for, and shall assume,

by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement;

(C) the term “Company” shall thereafter be deemed to refer to such issuer; and (D) such issuer shall take steps (including

the reservation of a sufficient number of shares of its common stock in accordance with Section 9) in connection with such consummation

as may be necessary to ensure that the provisions hereof shall thereafter be applicable in relation to the common stock thereafter deliverable

upon the exercise of the Rights.

13.2

The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall

have executed and delivered to the Rights Agent a supplemental agreement providing for such issuer’s compliance with this Section

13. The Company shall not enter into any transaction of the kind referred to in this Section 13 if, at the time of such transaction,

there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation

of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of

this Section 13 shall apply to successive mergers or consolidations or sales or other transfers.

13.3

For purposes of this Agreement, the “Earning Power” of the Company and its Subsidiaries shall be determined in good

faith by the Company’s Board of Directors on the basis of the operating earnings of each business operated by the Company and its

Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by

the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the

Company or any Subsidiary).

Section

14. Fractional Rights and Fractional Shares.

14.1

The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights.

In lieu of such fractional Rights, the Company may instead pay to the registered holders of the Right Certificates with regard to which

such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole

Right. For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing price of the Rights

(as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date on which such

fractional Rights would have been otherwise issuable.

14.2

The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-thousandth

of a Preferred Share) upon exercise of the Rights, to distribute certificates which evidence fractional Preferred Shares or to register

fractional Preferred Shares in the Company’s share register (other than fractions which are integral multiples of one one-thousandth

of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election

of the Company, be evidenced by depositary receipts, pursuant to an agreement between the Company and a depositary selected by the Company;

provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges

and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu

of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company shall pay to each

registered holder of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the

same fraction of the current market value of one Preferred Share as the fraction of one Preferred Share that such holder would otherwise

receive upon the exercise of the aggregate number of rights exercised by such holder. For the purposes of this Section 14.2, the

current market value of a Preferred Share shall be the closing price of a Preferred Share (pursuant to Section 11.4.1) for the

Trading Day immediately prior to the date of such exercise.

14.3

For purposes of this Section 14, the closing price for any day shall be the last quoted price or, if not so quoted, the average

of the high bid and low asked prices as reported by Nasdaq, or if on any such date the Rights or Preferred Shares, as applicable, are

not listed on Nasdaq, the average of the closing bid and asked prices as furnished by a professional market maker making a market in

the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such date no such market maker is making

a market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable, on such date

as determined in good faith by the Board of Directors shall be used.

14.4

The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional shares upon

exercise of a Right (except as provided in this Section 14).

14.5

Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement,

the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related

to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights

Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate

and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional

shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights

Agent shall have received such a certificate and sufficient monies.

Section

15. Rights of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent

under Section 18, are vested in the respective registered holders of the Right Certificates. Any registered holder of any Right

Certificate may, without the consent of the Rights Agent or of the holder of any other Right Certificate, on such holder’s own

behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company

to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the

manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the

holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach

of this Agreement by the Company and will be entitled to specific performance of the obligations hereunder, and injunctive relief against

actual or threatened violations of the obligations hereunder, of the Company.

Section

16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the

Rights Agent and with every other holder of a Right that: 16.1 prior to the Distribution Date, the Rights will be transferable only in

connection with the transfer of the Common Shares; 16.2 after the Distribution Date, the Right Certificates are transferable only on

the registry books maintained by the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose,

duly endorsed or accompanied by a proper instrument of transfer with the appropriate form of certification, properly completed and duly

executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request; 16.3 the Company

and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated

Common Shares certificate or, in the case of uncertificated Common Shares, by the book-entry that evidences record ownership of such

Common Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership

or writing on the Right Certificates or the associated Common Shares certificate or book-entry made by anyone other than the Company

or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the

contrary; and 16.4 notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not have any liability to any holder

of a Right as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent

injunction or other order, decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or

administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority

prohibiting or otherwise restraining performance of such obligation.

Section

17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote

or receive dividends, or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company that may

at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any

Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the

Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, to give

or withhold consent to any corporate action, to receive notice of meetings or other actions affecting stockholders (except as provided

in Section 25), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by such Right Certificate

shall have been exercised or exchanged in accordance with the provisions hereof.

Section

18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered

by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent,

to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation,

delivery, negotiation, administration, execution and amendment, of this Agreement and the exercise and performance of its duties hereunder.

The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability,

damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel)

that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct

on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable

judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection

with the execution, acceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs

and expenses of defending against any claim or liability arising therefrom or in connection therewith, directly or indirectly. The provisions

under this Section 18 and Section 20 below shall survive the expiration of the Rights and the termination of this Agreement

and the resignation, replacement or removal of the Rights Agent.

The

Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered or

omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder,

in each case in reliance upon any Right Certificate or certificate for Preferred Shares or for other securities of the Company, instrument

of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement,

or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged by

the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. The Rights Agent shall not be

deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully

protected and shall incur no liability for failing to take action in connection therewith, unless and until it has received such notice

in writing.

the extent the Company is not also a party to an action, proceeding, suit or claim against the Rights Agent concerning this Agreement

or the performance by the Rights Agent of its duties hereunder, the Rights Agent shall as promptly as practicable notify the Company

in accordance with Section 26 of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after

the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other

first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the

failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder, except to the extent a court of competent

jurisdiction determines that such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense,

in the defense of any such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with

any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent

of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.

Notwithstanding

anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or

consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the likelihood

of such loss or damage and regardless of the form of action.

Section

19. Merger or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor Rights

Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights

Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business

of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution

or filing of any paper or any further act on the part of any of the parties hereto; provided that such Person would be eligible

for appointment as a successor Rights Agent under the provisions of Section 21. The purchase of all or substantially all of the

Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes

of this Section 19. If, at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of

the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature

of the predecessor Rights Agent and deliver such Right Certificates so countersigned. If, at that time, any of the Right Certificates

shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor

Rights Agent or in the name of the successor Rights Agent. In all such cases such Right Certificates shall have the full force provided

in the Right Certificates and in this Agreement.

If,

at any time, the name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights

Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned. If, at that time, any of the

Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or

in its changed name. In all such cases such Right Certificates shall have the full force provided in the Right Certificates and

in this Agreement.

Section

20. Rights and Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly set forth

in this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent shall

perform its duties and obligations hereunder upon the following terms and conditions, by all of which the Company and the holders of

Right Certificates, by their acceptance thereof, shall be bound:

20.1

The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee or legal counsel of the Rights

Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and the

Rights Agent shall incur no liability for or in respect of any action taken or omitted by it in the absence of bad faith and in accordance

with such advice or opinion.

20.2

Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or

matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter

(unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established

by a certificate signed by a Person reasonably believed by the Rights Agent to be any one of the Chief Executive Officer, the Chairman

of the Board of Directors, a Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent, and such

certificate shall be full authorization to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action

taken, suffered or omitted to be taken by it in the absence of bad faith under the provisions of this Agreement in reliance upon such

certificate. The Rights Agent shall have no duty to act without such a certificate as set forth in this Section 20.2.

20.3

The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith or willful

misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court

of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights Agent under this

Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent (but not including reimbursable expenses)

during the 12 months immediately preceding the event for which recovery from the Rights Agent is being sought.

20.4

The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in

the Right Certificates (except as to its countersignature thereof) or be required to verify the same. All such statements and recitals

are and shall be deemed to have been made by the Company only.

20.5

The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the

execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the legality or validity or execution

of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any determination by the Board of Directors

with respect to the Rights or breach by the Company of any covenant or failure by the Company to satisfy any condition contained in this

Agreement or in any Right Certificate; nor shall it be liable or responsible for any modification by or order of any court, tribunal

or governmental authority in connection with the foregoing, any change in the exercisability of the Rights or any adjustment required

under the provisions of Sections 11 or 13 (including any adjustment which results in Rights becoming null and void) or for the

manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment

(except with respect to the exercise of Rights evidenced by Right Certificates after receipt of a certificate furnished pursuant to Section

12 describing such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization

or reservation of any shares of Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any

Preferred Shares will, when so issued, be validly authorized and issued, fully paid, and non-assessable.

20.6

The Company agrees that it will perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered,

all such further and other acts, instruments and assurances as may reasonably be required or reasonably requested by the Rights Agent

for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

20.7

The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder

and certificates delivered pursuant to any provision hereof from any Person reasonably believed by the Rights Agent to be any one of

the Chairman of the Board, the Chief Executive Officer, a Vice President, the Treasurer or the Secretary of the Company, and to apply

to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall

provide full authorization and protection to the Rights Agent, and the Rights Agent shall not be liable for any action taken, suffered

or omitted to be taken by it in accordance with the written advice or instructions of any such officer or for any delay in acting while

waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions

received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the

Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations

under this Agreement.

20.8

The Rights Agent and any affiliate, stockholder, director, officer, agent, representative or employee of the Rights Agent may buy, sell

or deal in any of the Rights or other securities of the Company, or become pecuniarily interested in any transaction in which the Company

may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not the Rights

Agent under this Agreement, in each case in compliance with applicable laws. Nothing herein shall preclude the Rights Agent and such

other Persons from acting in any other capacity for the Company or for any other legal entity.

20.9

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself

or by or through its attorneys or agents. The Rights Agent shall not be answerable or accountable for any act, omission, default, neglect,

or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, omission,

default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment of such attorneys or agents

thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

20.10

No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability

in the performance of any of its duties hereunder or in the exercise of its rights if the Rights Agent believes that repayment of such

funds or adequate indemnification against such risk or liability is not reasonably assured to it.

20.11

The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including any

dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate or Associate) under this

Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event or determination,

and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be

received by the Rights Agent as specified in Section 26, and in the absence of such notice so delivered, the Rights Agent may

conclusively assume no such event or condition exists.

20.12

The Rights Agent shall have no responsibility to the Company or any holders of the Right Certificates for interest or earnings on any

moneys held by the Rights Agent pursuant to this Agreement.

Section

21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under

this Agreement upon 30 calendar days’ notice in writing mailed to the Company and, in the event that the Rights Agent or one of

its Affiliates is not also the transfer agent for the Company in accordance with Section 26 hereof, to each transfer agent of

the Common Shares and the Preferred Shares in accordance with Section 26. The Company may remove the Rights Agent or any successor

Rights Agent upon 30 calendar days’ notice in writing, mailed to the Rights Agent or successor Rights Agent in accordance with

Section 26 hereof, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered

or certified mail, and, after the Distribution Date, to the holders of the Right Certificates by first-class mail. In the event that

the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have

resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination,

and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise

become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment

within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation

or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who will, with such notice, submit

his/her Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate

may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed

by the Company or by such a court, shall be (i) a Person (other than a natural person) organized and doing business under the laws of

the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise stock transfer

powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its

appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an Affiliate of a Person described in clause

(i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities

as if it had been originally named as Rights Agent without further act or deed, and the predecessor Rights Agent shall deliver and transfer

to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance,

act or deed necessary for the purpose but such predecessor Rights Agent shall not be required to make any additional expenditure or assume

any additional liability in connection with the foregoing, and shall thereafter be discharged from all duties and obligations hereunder.

Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights

Agent and each transfer agent of the Common Shares and the Preferred Shares, and, after the Distribution Date, mail a notice in writing

to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however,

or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment

of the successor Rights Agent, as the case may be.

Section

22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Right Certificates

to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its

Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities

or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection

with the issuance or sale of Common Shares following the Distribution Date and prior to the earlier of the Redemption Date and the Final

Expiration Date, the Company may, with respect to Common Shares so issued or sold, issue Right Certificates representing the appropriate

number of Rights in connection with such issuance or sale.

Section

23. Redemption.

23.1

The Board of Directors may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but

not less than all, of the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock

split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price”). The redemption

of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions as the Board

of Directors in its sole discretion may establish.

23.2

Immediately upon the time of the effectiveness of the redemption of the Rights or such earlier time as may be determined by the Board

of Directors in the action ordering such redemption (although not earlier than the time of such action) (the “Redemption Date”),

and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter

of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption

(with prompt written notice to the Rights Agent); provided, that the failure to give, or any defect in, any such notice shall

not affect the validity of such redemption. Within 10 Business Days after action of the Board of Directors ordering the redemption of

the Rights, the Company shall mail, or cause the Rights Agent to mail (at the expense of the Company), a notice of redemption to the

holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to

the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice mailed in the manner herein provided

shall be deemed given, whether or not the holder receives the notice. If the payment of the Redemption Price is not included with such

notice, each such notice shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any

of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically

set forth in this Section 23 or in Section 24, other than in connection with the purchase of Common Shares prior to the

Distribution Date.

Section

24. Exchange.

24.1

The Board of Directors may, at its option, at any time after a Stock Acquisition Date, mandatorily exchange all or part of the then outstanding

and exercisable Rights (which excludes Rights that have become void pursuant to Section 11.1.2) for Common Shares at an exchange

ratio of one Common Share per one one-thousandths of a Preferred Share represented by a Right, appropriately adjusted to reflect any

stock split, stock dividend or similar transaction occurring after the date hereof (the “Exchange Ratio”). From and

after the occurrence of an event specified in Section 13.1, any Right that theretofore has not been exchanged pursuant to this

Section 24 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this

Section 24. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such

conditions as the Board of Directors in its sole discretion may establish.

24.2

Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24.1, and without

any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder

of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by

the Exchange Ratio. The Company shall promptly give reasonably detailed written notice of any such exchange to the Rights Agent, and

shall promptly give public notice of any such exchange; provided, that the failure to give, or any defect in, any such notice

shall not affect the validity of such exchange. Within 10 Business Days after action by the Board of Directors ordering the exchange

of any Rights pursuant to Section 24.1, the Company shall mail, or cause the Rights Agent to mail, a notice of any such exchange

to the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice mailed in

the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange

will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange,

the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other

than Rights which have become void pursuant to the provisions of Section 11.1.2) held by each holder of Rights.

24.3

In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or Common Stock Equivalents

for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of

Common Stock Equivalents) for each Common Share, as appropriately adjusted.

24.4

If there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized but unissued to permit any exchange

of Rights as contemplated in accordance with this Section 24, the Company shall use its reasonable efforts to authorize additional

Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights.

24.5

The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common

Shares. In lieu of issuing fractional Common Shares, the Company may instead pay to the registered holders of the Right Certificates

with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current

per share market value of a whole Common Share. For the purposes of this Section 24.5, the current per share market value of a

whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11.4.1)

for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

24.6

Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on

such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding

sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24

to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such

shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange

Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity (the “Trust”)

created upon such terms as the Board of Directors may determine to hold all or a portion of the Exchange Property for the benefit of

the Exchange Recipients, (ii) permit the Trust to exercise all of the rights that a stockholder of record would possess with respect

to any shares deposited in the Trust and (iii) direct that all holders of Rights entitled to receive Exchange Property shall be entitled

to receive such Exchange Property only from the Trust and only upon compliance with the relevant terms and provisions of the Trust and

subject to such conditions as the Board of Directors in its sole discretion may establish. Prior to effecting an exchange of Rights,

the Company may require (or cause the trustee or other governing body of the Trust to require), as a condition thereof, that any Exchange

Recipient provide evidence that it is not an Acquiring Person, including evidence of the identity of the current or former Beneficial

Owners thereof and their Affiliates and Associates. If any Person shall fail to comply with any request to provide such evidence, the

Company shall be entitled conclusively to deem the Rights held by such Person to be null and void pursuant to Section 11.1.2 and

not transferable or exercisable or exchangeable in connection herewith. In the event that the Board of Directors determines, before the

Distribution Date, to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to such time as the

Board of Directors deems advisable.

Section

25. Qualifying Offer. Notwithstanding anything in this Agreement to the contrary, if a Person (or group of Persons) makes a fully

financed, all-cash tender offer (or an offer consisting solely of common stock of the offeror) for all outstanding Common Shares at a

price per share that represents a premium to the then-Current Per Share Market Price on the date immediately prior to the commencement

of such tender offer, and such offer (i) is commenced and conducted in compliance with all applicable provisions of the Exchange Act,

(ii) is subject to a non-waivable condition that a majority of the outstanding Common Shares (other than those held by the offeror and

its Affiliates and Associates) be validly tendered and not withdrawn, (iii) remains open for at least 60 Business Days, and (iv) offers

the same per share consideration to all holders of Common Shares (a “Qualifying Offer”), then, if the Board of Directors

has not redeemed the Rights, terminated this Agreement, or exempted such Qualifying Offer pursuant to Section 1.20 within 60 Business

Days following commencement of such Qualifying Offer, holders of at least 10% of the outstanding Common Shares (excluding Common Shares

held by the offeror and its Affiliates and Associates) may submit to the Board of Directors a written request that the Board of Directors

call a special meeting of stockholders for the purpose of voting on a resolution requesting that the Board of Directors redeem the Rights

at the Redemption Price (a “Special Meeting Request”). The Board of Directors shall, within 90 Business Days following

receipt of a valid Special Meeting Request, submit to the stockholders a resolution recommending that the Rights be redeemed, and shall

cause the Rights to be redeemed if such resolution is approved by a majority of the votes cast by the holders of Common Shares (excluding

Common Shares held by the offeror and its Affiliates and Associates) at such meeting.

Section

26. Notice of Certain Events.

26.1

If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its

Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend);

(ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares

or shares of stock of any class or any other securities, rights or options; (iii) to effect any reclassification of its Preferred Shares

(other than a reclassification involving only the subdivision of outstanding Preferred Shares); (iv) to effect any consolidation or merger

into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale

or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken

as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any

dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares

(by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to

each holder of a Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed

action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date

on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is to take place and the

date of participation therein by the holders of the Common Shares or Preferred Shares or both, if any such date is to be fixed, and such

notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for

determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior

to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred

Shares or both, whichever shall be the earlier.

26.2

The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate,

in accordance with Section 26, a notice that describes the transaction in which a Person became an Acquiring Person and the consequences

of the transaction to holders of Rights under Section 11.1.2.

Section

27. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any

Right Certificate to or on the Company shall be sufficiently given or made if in writing and when sent by overnight delivery service

or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent) as follows:

Reliance

Global Group, Inc.

300

Blvd. of the Americas, Suite 105

Lakewood,

New Jersey 08701

Attention:

Ezra Beyman, Chief Executive Officer

with

a copy (which shall not constitute notice) to:

Duane

Morris LLP

201

S. Biscayne Boulevard, Suite 3400

Miami,

FL 33131-4325

Attention:

Stephen Rutenberg, P.A.

Email:

SRutenberg@duanemorris.com

Subject

to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the

holder of any Right Certificate to or on the Rights Agent shall be deemed given upon receipt and shall be sufficiently given or made

if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until another address is filed

in writing with the Company) as follows:

VStock

Transfer, LLC

Lafayette Place

Woodmere,

New York 11598

Attention:

Yoel Goldfeder, Chief Executive Officer

Notices

or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate

shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address

of such holder as shown on the registry books of the Company.

Section

28. Supplements and Amendments. The Company may from time to time, and the Rights Agent shall if the Company so directs in writing,

supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct

or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any

change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary

or desirable; provided, that, from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be

amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person

and its Affiliates and Associates). For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures

and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading,

issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain

the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders

of Rights. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the Company and

the Rights Agent, subject to certification by any of the officers of the Company listed in Section 20.2 that any such supplement

or amendment complies with this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall

not be required to execute any supplement or amendment to this Agreement that it has reasonably determined would adversely affect its

own rights, duties, obligations or immunities hereunder. No supplement or amendment to this Agreement shall be effective unless duly

executed by the Rights Agent.

Section

29. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall

bind and inure to the benefit of their respective successors and assigns hereunder.

Section

30. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person or entity other than the Company,

the Rights Agent and the registered holders of the Right Certificates any legal or equitable right, remedy or claim under this Agreement.

This Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates.

Section

31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction

or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement

shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if such excluded

provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled

to resign immediately upon written notice to the Company.

Section

32. Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the

laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of the State of Florida

applicable to contracts to be made and performed entirely within the State of Florida; provided, that all provisions regarding

the rights, duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of

the State of New York applicable to contracts made and to be performed entirely within the State of New York.

Section

33. Counterparts. This Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes

be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this

Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

Section

34. Descriptive Headings and Construction. Descriptive headings of the Sections of this Agreement are inserted for convenience

only and shall not control or affect the meaning or construction of any of the provisions hereof. In this Agreement, (i) the word “including”

(in its various forms) means “including, without limitation,” and (ii) the words “hereunder,” “hereof,”

“hereto” and words of similar import are references to this Agreement as a whole and not to any particular provision of this

Agreement.

Section

35. Administration. Other than with respect to rights, duties, obligations and immunities of the Rights Agent, the Board of Directors

(or a duly authorized committee of the Board of Directors) shall have the exclusive power and authority to administer and interpret the

provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or as

may be necessary or advisable in the administration of this Agreement. The Rights Agent is entitled always to assume that the Board of

Directors (or a duly authorized committee of the Board of Directors) acted in good faith and shall be fully protected and incur no liability

in reliance thereon.

Section

36. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays

or failures in performance resulting from acts beyond its reasonable control including acts of God, terrorist acts, epidemics, pandemics,

shortage of supply, breakdowns or malfunctions, interruptions or malfunction of any utilities, communications, or computer facilities,

or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war,

riot, rebellion, insurrection, fire, earthquake, storm, flood, strike, or civil unrest.

[Signature

Pages Follow]

The

parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

RELIANCE

GLOBAL GROUP, INC.

By: /s/

Ezra Beyman

Name: Ezra Beyman

Title: Chief Executive Officer

VSTOCK

TRANSFER, LLC

By: /s/

Yoel Goldfeder

Name: Yoel Goldfeder

Title: Chief

Executive Officer

[Signature

Page to Rights Agreement]

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Reliance

Global Group Adopts One-Year Stockholder Rights Plan to Protect Stockholder Value

LAKEWOOD,

N.J., September 3, 2026 (GLOBE NEWSWIRE) — Reliance Global Group, Inc. (Nasdaq: EZRA) (the “Company”) today announced

that its Board of Directors has unanimously adopted a one-year stockholder rights plan. Stockholders do not need to take any action.

Why

the Board Adopted the Plan

The

Board believes the value of the Company’s assets is well in excess of its current market capitalization, and adopted the rights

plan to protect that value for all stockholders. The plan is designed to do three things:

● Protect

stockholders from coercive or inadequate takeover attempts. It prevents any person or

group from gaining control of the Company through open-market accumulation or a partial or

below-market offer.

● Give

the Board time to evaluate any unsolicited offer. If an offer is made, The rights plan

ensures that the Board has sufficient time and opportunity to evaluate any unsolicited offer.

● Preserve

the Board’s ability to explore alternatives. The rights plan lets the Board develop

and pursue other options that may deliver greater value to stockholders.

What

the Plan Does Not Do

The

plan does not prevent a sale of the Company. It does not interfere with any merger, tender offer or other transaction that the Board

approves. The Board may redeem all of the rights at any time before any person becomes an acquiring person at a price of $0.001 per right.

Key

Terms

● The

plan expires in one year, on September 3, 2027, unless the Board redeems or terminates it

earlier.

● The

rights become exercisable if a person or group acquires 15% or more of the Company’s

common stock without Board approval. Passive institutional investors may hold up to 20%.

● If

triggered, all stockholders other than the acquirer may purchase additional shares at a significant

discount, substantially diluting the acquirer.

● Stockholders

will receive one right for each share of common stock held as of the close of business on

September 18, 2026. The rights trade with the common stock and no separate certificates will

be issued unless the plan is triggered.

● Each

right entitles the holder to purchase one one-thousandth of a share of Series A Preferred

Stock at a purchase price of $14.00 per one one-thousandth of a Preferred Share, subject

to adjustment.

● The

plan contains no “dead-hand” provision and includes a “qualifying offer”

provision allowing stockholders to call a special meeting to vote on redeeming the rights

in response to a fully financed, all-cash or all-stock offer for all shares that meets specified

conditions.

● The

Board may, at any time after a person becomes an acquiring person, exchange each outstanding

right (other than rights held by the acquiring person, which will have become void) for one

share of common stock, without requiring any payment by the stockholder.

The

plan is similar to those adopted by other public companies. Full details are contained in a Current Report on Form 8-K and a Registration

Statement on Form 8-A12B being filed with the U.S. Securities and Exchange Commission.

About

Reliance Global Group, Inc.

Reliance

Global Group, Inc. (Nasdaq: EZRA) is an InsurTech company leveraging artificial intelligence, cloud computing and advanced technologies

to transform the insurance agency/brokerage industry. Through its growing portfolio of proprietary AI solutions and insurance operations,

the Company is focused on enhancing operational efficiency, improving customer experiences and creating long-term shareholder value.

Further information about the Company can be found at https://www.relianceglobalgroup.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking

statements are statements other than statements of historical fact and may be identified by the use of words or expressions such as “may,”

“should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,”

“plan,” “believe,” “estimate,” “continue,” “target,” “potential,”

or similar expressions, or by discussions of strategy, plans or intentions. Forward-looking statements in this press release include,

without limitation, statements regarding the purposes, operation and anticipated effects of the stockholder rights plan, and the Board’s

views regarding the value of the Company’s assets relative to its market capitalization.

These

statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other factors,

many of which are beyond the Company’s control, including the risk that the rights plan does not achieve its intended purposes

or has unintended effects on the trading of the Company’s common stock; the risk that the value of the Company’s assets is

not realized or is less than the Board believes; the fact that the Company’s market capitalization fluctuates and comparisons thereto

are as of the date indicated; the Company’s ability to maintain compliance with the continued listing standards of The Nasdaq Capital

Market; the Company’s ability to access additional capital on acceptable terms, or at all; and general business, economic, market

and geopolitical conditions. Additional information regarding these and other factors that may cause actual results to differ materially

is included under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December

31, 2025, as amended, and in the Company’s subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and

Exchange Commission, copies of which are available free of charge at www.sec.gov.

Readers

are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only

as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or

revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor

Relations Contact:

Crescendo

Communications, LLC

Tel:

+1 (212) 671-1020

Email:

EZRA@crescendo-ir.com

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 5

Binary file (18085 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Sep. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 02, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-40020

Entity Registrant Name

RELIANCE

GLOBAL GROUP, INC.

Entity Central Index Key

0001812727

Entity Tax Identification Number

46-3390293

Entity Incorporation, State or Country Code

Entity Address, Address Line One

300

Blvd. of the Americas

Entity Address, Address Line Two

Suite 105

Entity Address, City or Town

Lakewood

Entity Address, State or Province

Entity Address, Postal Zip Code

08701

City Area Code

(732)

Local Phone Number

380-4600

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.086 per share

Trading Symbol

EZRA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration